Terms and Conditions for Merchants

This Terms and Conditions for Merchant (hereinafter referred to as “the Agreement”) is between you, the merchant, together with any company or other business entity you are representing, if any (collectively referred as “the Merchant”) and enche Sdn Bhd (hereinafter referred to as “the COMPANY”).

The COMPANY is an online shopping marketplace (hereinafter referred to as “the SITE”) that enable the Merchant to build online stores through which they can sell their products and/or services online (hereinafter referred to as “the SERVICES”).

This Agreement explains the terms and conditions governing the Merchant’s use of the SERVICES, technology and any other content available at the SITE during the Merchant registration and/or sign-up period.

1.0 REGISTRATION AND/OR SIGN UP

1.1 Any person who wants to access the SITE to sell products and/or services shall accept the terms and conditions of this Agreement and agree to be bound by any amendment hereof.

1.2 Registration and/or sign up as a merchant in this SITE shall only be conducted by individuals who can form legally binding contracts under applicable law. In the event the Merchant is registering as a business entity, the Merchant representing that the Merchant has the authority to bind the entity to this Agreement.

1.3 The Merchant hereby shall ensure all the information and details that the Merchant has included upon registration are accurate and true, whereby the COMPANY reserves all the rights to forbid the Merchant from accessing the SITE OR take necessary action as per the COMPANY’s policies and/or terms and conditions if the COMPANY found the Merchant is providing false information OR documents during registration and/or sign up.

1.4 The COMPANY reserves the right to edit OR limit OR remove contents which the COMPANY finds are against the COMPANY’s policies OR the COMPANY’s may terminate the Merchant’s account if the Merchant don’t comply with the Agreement.

1.5 The Merchant hereby shall be responsible for the security and confidentiality of the Merchant’s own information.

2.0 DATA PROTECTION

2.1 Please refer to our Privacy Policy which forms a part of this Agreement.

3.0 RESTRICTIONS & PROHIBITIONS

3.1 The Merchant hereby warrants that the products/or services to be sell in the SITE shall comply with the Restricted & Prohibited Products and/or Services to be On-Board List which shall forms a part of this Agreement.

3.2 The COMPANY reserves the right to amend and/or revise the above mentioned list from time to time.

4.0 SOFTWARE

4.1 Any software provided by the COMPANY to the Merchant as part of the SERVICES is subject to the provisions of this Agreement. The COMPANY reserves all rights to the software not expressly granted by the COMPANY hereunder. Any third-party scripts or code, linked to or referenced from the SERVICES, are licensed to the Merchant by the third parties that own such scripts or code, not by the COMPANY.

5.0 PRICING

5.1The Merchant shall not offer other price than what has been quoted through the SITE unless it is for a special case basis such as for the business to business consumer who are buying in bulk according to the COMPANY’s terms and conditions.

5.2 The Merchant shall not as it please amends or changes the price quoted for a certain products and/or services frequently without any proper written justification to the COMPANY.

5.3 Products and/or services sold at SITE are subjected to all taxes, duties and/or levies and other relevant taxes (Tax) under relevant applicable law and regulations.

6.0 TERMS OF PAYMENTS

6.1 The payment made to the Merchant shall be net after deduction of transaction fee, miscellaneous financial charges (where applicable if any) and Tax (where applicable if any).

6.2 The Merchant shall submit request for withdrawal at the minimum rate of MYR 100.00 or its equivalent to the COMPANY.

6.3 The COMPANY may process such request within the range of three (3) to five (5) working days. Upon the COMPANY’s approval, the COMPANY shall notify the bank to release the payment accordingly. The bank’s processing time may within the range of seven (7) to fourteen (14) working days.

7.0 INDEMNITY

7.1 The Merchant shall fully defend, indemnify and keep the COMPANY and its directors, officers, employees and agents up to maximum extent permitted by law against any third-party claim, liability, loss, damage, cost or expense (including legal fees) whether directly or indirectly arising out of or in a connection any claim in relation by the Merchant under this Agreement.

8.0 INSPECTION

8.1 The Company reserves the right to a reasonable opportunity to inspect the products and/or services and to ensure the products and/or services comply with the condition and specification of the displayed products and/or services in the SITE.

8.2 Upon inspection, the COMPANY reserves the right to reject the products and/or services if the features and details of the provided items contradict with the details displayed in the SITE.

9.0 DELIVERY

9.1 Delivery charges shall be bear by the buyer, whereas the COMPANY shall not be liable to pay any shipping fee.

9.2 The Merchant shall ship within the stipulated delivery period description after any order has been successfully made.

9.3 The delivery price will be automatically calculated using the COMPANY’s internal tool depending on the size, weight, distance and mode of the fulfilment of the products and/or services and will be displayed once the buyer key-ins and/or provided the address for delivery.

9.4 The Merchant shall promptly update the delivery details including the tracking number in the SITE in order for the COMPANY to follow up with the buyer on the delivery of the products and/or services ordered.

10.0 FORCE MAJEURE

10.1 The COMPANY shall not be liable to the Merchant or be deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of the COMPANY’s obligations if the delay or failure was due to any event or cause beyond the COMPANY’s reasonable control (hereinafter defined as “Force Majeure” events). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure:

  1. Act of God, explosion, flood, tempest, fire or accident;
  2. War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
  3. Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:
  4. Import or export regulations or embargoes;
  5. Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the COMPANY of a third party);
  6. Health epidemics declared by the World Health Organization;
  7. Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and
  8. Power failure or breakdown in machinery.

10.2 Upon the occurrence of any of the events set out in clause 10.1, the COMPANY may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in clause 10.1. shall continue for a period exceeding thirty (30) days, the COMPANY may forthwith terminate this Agreement within thirty (30) days upon giving notice in writing to the Merchant.

10.3 The Merchant shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the Agreement if such delay or non-fulfilment is due to an event of Force Majeure. In case the event of Force Majeure prevents the Merchant from performing its obligations for more than five (5) consecutive days, the COMPANY shall be entitled to terminate the Agreement.

11.0 SUSPENSION

11.1 Please refer to our Suspension Policy which forms a part of this Agreement.

12.0 TERMINATION

12.1 The COMPANY has the right to unilaterally and immediately terminate the Agreement without liability for any compensation and damages of whatsoever nature upon the occurrence of any of the following:

  1. The Merchant committed any breach of any provision of the Agreement and failing to remedy the same within ten (10) days from being so notified;
  2. The Merchant being in breach of any applicable laws or the COMPANY’s Policies, including but not limited to the Privacy Policy and Suspension Policy;
  3. The Merchant passing a winding up resolution or a court of competent jurisdiction making an order for the same;
  4. The issuance of an administrative order in relation to the Merchant or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of the Merchant’s assets;
  5. The Merchant making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
  6. The Merchant ceasing or threatening to cease to carry on business; or
  7. The COMPANY has sufficient evidence to prove that the Merchant received too many negative review and feedback from the buyers and users of the SITE.

12.2 The Company may unilaterally terminate the Agreement without cause by providing fourteen (14) days’ prior written notice to the Merchant.

12.3 Upon termination of the Agreement, the Merchant will notify the COMPANY of all concluded order which have yet to be performed. For the avoidance of doubt, notwithstanding any termination for any reason, the Merchant will remain responsible for the fulfilment of any pending order and the COMPANY will fulfil any pending payment obligations. Any provision of the Agreement that, by its nature, is meant to survive the term or termination.

13.0 CONFIDENTIALITY AND NON-DISCLOSURE

13.1 For purposes of these Agreements, “Confidential Information” means any data or information that is proprietary to the COMPANY, its subsidiaries companies and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

  1. any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of the COMPANY;
  2. any past or present performance results, including orders and volumes;
  3. any plans and strategies for expansion;
  4. any products or activities, and customer or supplier lists;
  5. any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
  6. any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; or
  7. any other information that should reasonably be recognized as confidential information of the disclosing party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.

13.2 The Merchant shall not disclose Confidential Information, except with the prior written consent of the COMPANY. The Merchant may only use the Confidential Information for the purpose of performing this Agreement and not for any other purposes. Notwithstanding the foregoing, the Merchant may disclose Confidential Information with prior written notice to the COMPANY for any of the following reasons:

  1. to comply with the mandatory provisions of applicable laws or the rules of any recognised jurisdiction;
  2. the information is properly disclosed to the professional advisers, auditors or bankers of the Merchant, provided that the recipient first agrees not to disclose the information;
  3. the information is in the public domain, otherwise than as a consequences of a breach by the disclosing party of its obligations hereunder of this confidentiality clause;
  4. for the purposes of any arbitration or legal proceedings arising from this Agreement; and
  5. to any governmental and/or competent authority at their request.

13.3 The Merchant shall return and deliver to the COMPANY all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of:

  1. the expiration or termination of this Agreement), whichever is earlier; or
  2. at such time as the COMPANY may so request.

13.4 The return of such documents must be performed within twelve (12) hours after the occurrence of the events referred to above.

13.5 However, the Merchant may retain such of the COMPANY’s documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Merchant, with the written consent of the COMPANY may (or in the case of Notes, at the Merchant’s option) immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by officer of the Merchant supervising the destruction.

13.6 No specific warranties are made in relation to the Confidential Information by either Party under these clause. The Merchant understands that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the COMPANY.

13.7 The Merchant agrees and undertakes not to disclose any information or details without the COMPANY’s advance written authorization or use for any purpose other than as necessary to perform its obligation under this term and condition and or order for products and services, any of the information and or subject matter that the COMPANY discloses or makes available to the merchant that is of a proprietary or confidential nature, including without limitation, any information or data relating to orders, sales techniques, designs, technology, business plan, pricing, procedures, forms and this terms and related document.

13.8 The Merchant’s rights and obligations under this clause shall survive termination of this Agreement.

14.0 INTELLECTUAL PROPERTY RIGHTS

14.1 The Merchant represents and warrants to the COMPANY that it is the owner or has lawful rights with respect to the use of intellectual property rights concerning the products and/or services and that it is not aware of any claims made by any third party with regard to any alleged or actual intellectual property right infringement or other claim, demand or action resulting from the content, advertising, publishing, promotion, manufacture, sale, distribution or use of the products and/or services.

15.0 LIABILITY

15.1 The Merchant hereby agree that the COMPANY shall not be responsible or liable for any unauthorized access to the site or alteration of the COMPANY’s transmission or data, any threatening, defamatory, obscene, offensive or illegal content or any infringement of another’s right, including intellectual property right. The COMPANY shall never be held liable for any special, incidental, indirect, or consequential or punitive damages of any kind, or any damages whatsoever, including without limitation those resulting from reliance on the materials presented, costs of products replacement, loss of use, data or profits, delays or business interruptions and any theory of liability, out of or in arising connection with use of, inability or to use this SITE, whether or not the COMPANY has been advised of the possibility of such damages.

16.0 SEVERABILITY

16.1 If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, the invalidity or unenforceability of such provision shall not affect the other provisions in this Agreement, which shall remain in full force and effect.

16.2 The Parties hereby acknowledge that in entering into this Agreement, it has not relied on any representation or warranty save as expressly set out herein or in any document expressly referred to herein.

17.0 NO PARTNERSHIP

17.1 Nothing contained in or relating to this Agreement shall or shall be deemed to constitute a partnership, employer, employee, franchisor and franchisee, partners, legal representatives, subsidiary or joint ventures relationship between you and the COMPANY.

18.0 CHANGE OF TERMS AND CONDITIONS

18.1 The terms and conditions herein can be added and amended by the COMPANY at any time and your choice to continue selling on the SITE is deemed to constitute your acceptance of the new and/or revised Agreement.

19.0 SUBMISSION NOT AMOUNTING TO ACCEPTANCE

19.1 You hereby understand and acknowledge that submission of registration and/or sign up to the COMPANY does not guarantee acceptance by the COMPANY and the COMPANY reserves its exclusive right to approve any application submitted by other merchant.

20.0 GOVERNING LAWS

20.1 This Agreement shall be governed by the laws of Malaysia and the Parties shall submit to the exclusive jurisdiction of the Malaysian courts.

21.0 SUCCESSORS BOUND

21.1 This Agreement shall be binding upon you and the respective successors in title and permitted assigns.

22.0 NO PARTNERSHIP

22.1 Nothing in this Agreement shall be construed as creating or to be deemed to imply partnership or a principal or agent relationship between you and the COMPANY hereto and you shall not hold yourself to be the agent of the COMPANY for any purpose whatsoever otherwise mentioned.

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