Merchant User Agreement

1. Purpose

1. This Merchant User Agreement constitutes a legal agreement between the User and the Company. In order to use the MyBazar Services on the MyBazar Platform, the User is advised to read this Merchant User Agreement together with the Terms & Conditions carefully as they affect the Merchant’s rights and liabilities under applicable laws and regulations in Malaysia. Unless the context otherwise requires and save as specifically defined this Merchant User Agreement, the words and expressions defined in the Terms & Conditions shall have the same meaning when used herein
2. If the User does not agree to fall within this Merchant User Agreement or wish to discontinue using the MyBazar Services, please do not continue using the MyBazar Platform.
3. The purpose of this Merchant User Agreement is to clarify the rights and obligations of sole traders / proprietors or companies who have registered themselves to become a Merchant in order to use the MyBazar Platform and/or the MyBazar Services.

2. Effect

2.1 By clicking on the relevant “Sign Up” or “OK” buttons provided on the Merchant Sign Up Screen, the Merchant has agreed to be bound by this Merchant User Agreement, and any future amendments and additions to this Merchant User Agreement as may be published by the Company from time to time through the MyBazar Platform.
2.2 The Company is entitled to amend this Merchant User Agreement when there are reasonable reasons, so long as such amendment does not violate any laws and regulations in Malaysia. In the event this Merchant User Agreement is amended, the Company shall notify the Merchant of such amendment via the MyBazar Platform and/or the Website.
2.3 The Company shall not be responsible for any damages suffered or sustained by any Merchants in connection with their failure to learn or understand the information on the amended Merchant User Agreement.
2.4 The Merchant’s continued use of this MyBazar Platform following the posting of the amended terms and conditions to this Merchant User Agreement constitutes the Merchant’s acceptance to abide by and be bound by those amendments.
2.5 The Merchant shall comply with this Merchant User Agreement. The Merchant shall be solely responsible for all losses and damages arising out of or in connection with its breach or failure to comply the terms of this Merchant User Agreement.
2.6 This Merchant User Agreement shall prevail over any separate terms put forward by the Merchant. Any conditions that the Merchant submits, proposes or stipulates in whatever form and at whatever time, whether in writing, by e-mail or orally, are expressly waived and excluded. 

3. Delivery of the Product or Service

3.1 The Product or Service (if applicable) shall be delivered to the Shopper either by delivery service providers engaged by the Company or the Merchant. The Merchant has the right to decide on the selection of the delivery service provider for each Product or Service.  
3.2 When a delivery service provider engaged by the Company delivers a Product or Service to the Shopper (“MyBazar’s DSP”):

(a) The Company shall be the master account holder in respect of the services provided by MyBazar’s DSP. In this event, the Merchant will be registered as a sub-account holder. The Merchant agrees and acknowledges that all communications and delivery arrangements will be managed by the Company directly (unless otherwise instructed) and the Merchant shall not have any direct dealings with MyBazar’s DSP.
(b) On receipt of payment from the Shopper, the Company will notify the Merchant of the purchased Product or Service (“Paid Order”) via the in-app inbox. The Merchant shall, within one (1) to two (2) Business Days of receiving the notification of the Paid Order, provide the Company and the Shopper with information, via e-mail and/or in-app inbox, relating to the delivery of the Paid Order, including the name of MyBazar’s DSP, the estimated delivery date and the tracking number of the delivery.
(c) For the purpose of delivering of the Paid Order, the Merchant will be provided with templates of consignment notes authorised and issued by MyBazar’s DSP, which contain details of the master account holder (i.e. the Company), (“Consignment Notes”). When MyBazar’s DSP collects the Paid Order from the Merchant, the Merchant is required to provide the completed Consignment Note to MyBazar’s DSP.
(d) The Merchant acknowledges and agrees that it shall only use the Consignment Notes for the purpose of delivering the Paid Order. The Company reserves the right to investigate and take appropriate legal action against the Merchant who uses any unauthorised consignment notes in relation to the delivery of the Paid Order. The Merchant further acknowledges and agrees that the Company shall not be held liable for any fraudulent or unlawful use of consignment notes by the Merchant.

3.3 When a delivery service provider engaged by the Merchant delivers a Product or Service to the Shopper:

(a) The Merchant shall ensure that the Shopper receives the Paid Order from the said delivery service provider at the estimated delivery date specified by the Merchant.
(b) If the delivery service provider fails to deliver the Product or Service at the estimated delivery date or the Product or Service was not received by the Shopper due to reasons not attributable to the Shopper, such as delivering to wrong address, the Merchant shall bear all liabilities in respect of such failure.

4. Settlement Amount

4.1 For every completed sale and purchase transaction between the Shopper and the Merchant, the Company shall deduct the Commission and any other applicable charges and fees from the Full Purchase Price before settling payments received from the Shopper to the Merchant (“Settlement Amount”). A sale and purchase transaction is considered to be completed if a request to cancel or return the Paid Order is not made within seven (7) Business Days after the Paid Order is dispatched or delivered to the Shopper.
4.2 During the collection of a Paid Order by MyBazar’s DSP, if the actual weight of the Paid Order exceeds the weight declared by the Merchant on the completed Consignment Note, the Merchant agrees that the Company shall be entitled to deduct from the Settlement Amount any extra delivery charges incurred due to the incorrect weight declared by the Merchant.
4.3 Upon completion of a sale and purchase transaction in accordance with Clause 4.1, the Settlement Amount shall be paid by the Company to the Merchant, within nine (9) to sixteen (16) Business Days after the weekly settlement cut-off time, which is on every Sunday at 24:00 (Malaysia time). The Company will directly deposit or transfer the Settlement Amount to the Merchant’s bank account. For the avoidance of doubt, the Company shall be entitled to withhold the Settlement Amount, in the event of delay in the delivery of a Paid Order to a Shopper.

5. Processing of the Shopper’s Personal Data

5.1 Definitions

(a) “data subject”, “data user”, “personal data” and “process / processing” shall have the same meaning as in the PDPA; and
(b) “PDPA” means the Personal Data Protection Act 2010.

5.2 When the Merchant processes the Shopper’s personal data by using the MyBazar Platform and/or MyBazar Services, the Merchant agrees and acknowledges that the Merchant is processing such personal data as a data user under the PDPA.
5.3 The Merchant shall comply with the provisions and principles under PDPA in processing the Shopper’s personal data.
5.4 The Merchant warrants that it shall indemnify and keep indemnified the Company from and against all actions, suits, claims or demands, proceedings, losses, damages, compensation, costs (including legal cost), charges and expenses whatsoever to which the Company shall or may be or become liable in respect of or arising from the failure of the Merchant to comply with any of its obligations as a data user under the PDPA or this clause.

6. Release

6.1 The Merchant shall release the Company, and its personnel, employees, directors, agents, sub-contractors, subsidiaries and affiliates, from all claims, demands and damages, actual and consequential, of every kind and nature, known and unknown, arising out of or in any way connected with any dispute one or more other Merchants.

7. Indemnification

7.1 The Merchant shall sell and/or provide the Products and/or Services using the MyBazar Platform and/or MyBazar Services at its own risk and releases, to the fullest extent permitted by law, the Company, its personnel, employees, directors, agents, sub-contractors, subsidiaries and affiliates from all claims and demands of every kind resulting from any accident, damage, injury or death arising from:

(a) breach of the Terms and Conditions and this Merchant User Agreement by the Merchant;
(b) any act, negligence, error, omission, or willful misconduct by the Merchant in connection with the sale of the Products and/or Services by using the MyBazar Platform and/or MyBazar Services; or
(c) violation of any applicable laws or regulations by the Merchant.

8. Limitation of liability

8.1 In no event or series of events shall the Company’s cumulative liability, which include the liability of the Company’s personnel, employees, directors, agents, sub-contractors, subsidiaries and affiliates arising out of or related to the performance of the MyBazar Platform and/or MyBazar Services exceed the aggregate Transaction Fees that the Merchant paid to the Company pursuant to Clause 4 of this Merchant User Agreement in the twelve (12) month period immediately preceding the event or series of events giving rise to the claim(s).
8.2 The Company makes no express or implied warranties, including any warranty of merchantability, suitability, fitness for a particular purpose, or non-infringement on the use of the MyBazar Platform and/or MyBazar Services. 
8.3 In no event shall the Company be liable for any special, incidental, indirect, consequential punitive or exemplary damages including, without limitation, loss of revenue or loss of profits, regardless of the form of action, whether in contract or in tort, and irrespective of the negligence in any form (including gross negligence or willful misconduct), even if it has been advised in advance of the possibility of such damages. 

9. Termination

The Company may terminate this Merchant User Agreement for any reason whatsoever by giving the Merchant 7 Business Days’ notice in writing.

10. Miscellaneous

10.1 This Merchant User Agreement between the Company and the Merchant shall be governed by the laws of Malaysia and the parties submit to the exclusive jurisdiction of the courts of Malaysia.
10.2 Except as expressly provided herein to the contrary, no provisions of this Merchant User Agreement, express or implied, are intended or will be construed to confer rights, remedies, or other benefits to any third party under or by reason of this Merchant User Agreement.
10.3 The Merchant shall not use or refer to the Company’s name or logo, or refer to the Company in any manner whatsoever:

(a) in any communication to the public, including communication to the press;
(b) for advertising or promotional purposes; or
(c) for the purpose of informing or influencing any third party, without the Company’s prior written consent.

10.4 This Merchant User Agreement shall bind and inure to benefit of the parties and their respective permitted assigns, representatives and successors in title.
10.5 The Company can assign, delegate or transfer any rights or obligations under this Merchant User Agreement, in its sole discretion, to a third party. No Merchant can assign, delegate or transfer any rights or obligations under this Merchant User Agreement to a third party without a written consent of the Company.
10.6 A party waives a right under this Merchant User Agreement only if it does so in writing.  No failure or delay by the Company or the Merchant in exercising any right under this Merchant User Agreement shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish the Company or the Merchant’s rights under this Merchant User Agreement. A waiver of one breach of a term of this Merchant User Agreement does not operate as a waiver of another breach of the same term or any other term.
10.7 The Terms and Conditions and this Merchant User Agreement replaces any previous agreement, representation, warranty or understanding between the Company and the Merchant concerning the subject matter and contains the entire agreement between the parties.
10.8 If a provision in this Merchant User Agreement is wholly or partly invalid or unenforceable, the provision or the part of it that is invalid or unenforceable must, to that extent, be treated as deleted from this Merchant User Agreement. This does not affect the validity or enforceability of the remaining provisions.