Seller Agreement

Welcome to the JomBazzar website and/or the JomBazzar mobile app. Please read these Terms of Service (Seller) (including all Schedules and Annexes) (“Terms”) carefully. These Terms govern your use and access of the Platform (defined below) as a seller and is agreed between you (“Seller”, “you”, “your”) and the JomBazzar marketplace entity applicable to you (individually, together, and collectively referred to in this Terms as “JomBazzar”, “we”, “us”) based on the country in which you register and/or elect to use a Service on the date you click the “I Accept” button or any other similar button to complete your online sign-up process to become a seller on the Platform (“Effective Date”).
JomBazzar marketplace entity applicable to you:
(Preamble)
Malaysia: RAINBOWZEBRA SDN. BHD. (Company Registration Number 202101020332 (1420632-X) a company incorporated under the laws of Malaysia having its registered address at: Vo503a07, Signature 1 (Vo5), Lingkaran Sv, Sunway Velocity, 55100 Kuala Lumpur W.P. Kuala Lumpur Malaysia BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AND ALL POLICIES OF THE PLATFORM AVAILABLE AT https://www.jombazzar.my/Jombazzar/terms-of-use/

Overview

1. JomBazzar Services to You (Clause 2 of the Terms)
JomBazzar (or its designated providers) offers you general services consisting of:

• the listing of your products;

• customer services (limited);

• order processing;

• logistics coordination, and other additional services that you may request and that we may offer you.

2. Products You Can Sell (Clause 8 of the Terms)

You can sell products that are legally permitted to be sold and that comply with our Policies. Since you are selling the products directly to JomBazzar buyers, you are responsible for all matters related to the products that you sell on JomBazzar including but not limited to ensuring that the product content, product quality and origin, and financial invoice comply with applicable laws and tax obligations. After shipping your products, you are responsible for returns and product warranties.

3. Fulfilment (Clause 5 of the Terms)
There are two types of fulfilment models – Delivered by Seller to JomBazzar’s recommended Warehouse Solution Provider (terms & conditions apply) and Fulfilment by integrated third-party delivery partner.

4. Payment (Clauses 2 and 3 of the Terms)
JomBazzar (or its designated providers providing payment processing services) will periodically remit to you the Sales Proceeds after deducting Fees due and payable to JomBazzar for offering the Services to you

5. Privacy Policy

You acknowledge that you have read and agree to the applicable Privacy Policy and consent to our collection, use, retention and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.The applicable Privacy Policy is:
Malaysia: https://www.jombazzar.my/Jombazzar/terms-of-use/

6. How To End Our Relationship (Clause 12 of the Terms)
You may end your seller relationship with JomBazzar at any time and without penalty by providing us 14 days’ written notice of your intention to discontinue the use of our services.

7. Dispute Resolution (Clause 13 of the Terms)

A. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (“AIAC”) under the AIAC Arbitration Rules. The seat of arbitration shall be Kuala Lumpur. The arbitration proceedings shall be conducted in English. Notwithstanding the foregoing, if either party believes that it may suffer irreparable harm prior to the resolution of any conflict by following the arbitration procedures, such party may apply to a court of competent jurisdiction for a restraining order or other equitable relief in order to prevent or alleviate such harm pending the arbitration.

1. Acceptance

A. Acceptance. Any person who wants to access the Platform and use the Services to sell Products must accept these Terms and the Policies. You shall provide a copy of any documents requested by JomBazzar upon entering into the Terms by uploading the same to Seller Center. JomBazzar may verify these documents and other submitted information prior to effecting Payments.

B. Variations. JomBazzar may change any of these Terms, and any fees, procedures and Policies governing the Services, the Platform or Seller Center at any time. These changes will take effect seven (7) days after publication on the Platform, Seller Center, or other form of notification to you. You are responsible for reviewing notices and Policies, and your continued use of the Services, the Platform, and/or Seller Center following the changes taking effect will constitute your acceptance of such changes. If you do not agree to any such changes, you must stop using the relevant Services, the Platform, and Seller Center (except to the extent required in the Terms), and contact Seller Support Center on Seller Center to deactivate your Seller Account upon which these Terms will be terminated. For the avoidance of doubt, newer versions of the Terms supersede older versions, unless otherwise agreed by JomBazzar.

2. Services & Fees

A. Platform. JomBazzar provides a platform for Sellers to offer Products for sale to Buyers, and for Sellers to complete transactions with Buyers. Except as set out in the Terms, and to the extent permitted by applicable law, JomBazzar is not involved in the actual transaction between Seller and Buyers nor is JomBazzar obliged to verify the accuracy, completeness and legality of the Seller Content published on the Platform. As vendor of the Products, it is your responsibility to ensure the sale is legal, accurately describe the Products, and the Products are packaged, shipped, warranted and fulfilled in respect of all sale and after sale obligations required by law or by trade. You use the Services, the Platform and Seller Center at your own risk.

B. Services. The Services provided by JomBazzar (or its designated providers) under these Terms are classified as:

(a) General Services (“General Services”) consisting of:

(i) providing supporting services enabling your listing and publishing ofSeller Content regarding the Products you offer for sale on the Platform;

(ii) providing the Platform for you to offer Products for sale;

(iii) limited Buyer care services, including coordinating and answering Buyer enquiries and processing returns;

(iv) Order processing;

(v) logistics coordination and related services if the fulfilment model is JomBazzar-Coordinated Delivery and Fulfilment by JomBazzar;

(vi) collection, reconciliation and execution of all Sales Proceeds; and
(vii) other services ancillary to the Services.

The General Services include JomBazzar providing information to you in relation to each Order as necessary under these Terms. You agree that JomBazzar may provide you with electronic copies of documents such as tax invoices, receipts, credit notes, debit notes, or any other documents for compliance with applicable laws; and

(b) Additional Services (“Additional Services”) We may, under terms and conditions agreed to in the Policies, and/or in a separate agreement, offer you the option to purchase goods and services provided by us and/or third parties, such as Sales Traffic Activities. We may at any time prescribe and amend the terms of Additional Services in accordance with Clause 1B of these Terms.

C. Fee: In consideration of the provision of Services, JomBazzar shall be entitled to charge and invoice you the Fee.

D. Settlement. Unless otherwise agreed in writing, settlement of invoices for the Fee shall be effected by setting off against funds in your Seller Account with JomBazzar.

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3. Sales Proceeds – Payment

A. Payment. You authorize JomBazzar (or its designated providers) to
(a) collect the Sales Proceeds and in general any sums due or owing under these Terms and hold the same;

(b) calculate and process customer payments, refunds, and adjustments;

(d) pay to JomBazzar, to JomBazzar Affiliates, and to third parties (including Buyers) any amounts you owe to them in relation to your use or transactions on the Platform. You acknowledge and agree that payments may be collected from Buyer through authorized service providers (such as logistics providers or offline payment channel operators) on behalf of JomBazzar.

B. Treatment of Sales Proceeds. You agree that Buyers satisfy their obligations to you as regards the Buyer Contract when JomBazzar (or its designated providers) receives the Sales Proceeds. The obligation of JomBazzar (or its designated providers) to remit funds received by us on your behalf is limited to the Net Proceeds (which is the Sales Proceeds minus any sums owed by you to JomBazzar, JomBazzar Affiliates or third parties in relation to your use or transactions on the Platform, and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction in accordance with these Terms and the Policies. The Payment will represent an unsecured claim against JomBazzar. For the avoidance of doubt, you will not receive interest or any other earnings on Sales Proceeds or Net Proceeds.

C. No responsibility. JomBazzar (or its designated providers) will have no responsibility with respect to the legality of transactions occurring between Sellers and Buyers relating to the Orders made through the Platform.

D. Remedies and No Waiver. JomBazzar may (or may request its designated providers to) delay, suspend or cancel any Payment if JomBazzar reasonably concludes that your actions and/or performance in connection with these Terms or the Buyer Contract are likely to result, or have resulted, in a breach of any provision of these Terms or the Policies and/or any failure to perform any due obligation under these Terms, any disputes, chargebacks or other third party claims (including Buyer claims), or if there are any sums owed by you to JomBazzar, JomBazzar may withhold Payment for the longer of:

(a) 90 days;

(b) the completion of any investigation regarding your actions or performance; or

(c) the resolution of any dispute. Where a Payment is cancelled, such Payment shall be forfeited to JomBazzar and you give up all claim and right to such monies. Any Payment made by JomBazzar to you will not in any way be considered as a waiver of JomBazzar’s rights under these Terms.

E. Late Payment Interest. Without prejudice to any other rights and remedies which JomBazzar has against you, if any sums payable by you to JomBazzar under the provisions of these Terms shall become due and be unpaid, you shall pay to JomBazzar the Late Payment Interest, calculated on daily basis from the payment due date until such money is actually received by JomBazzar.

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F. Withholding Tax. To the extent required by applicable laws, JomBazzar may (or may request its designated providers to) withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Contract. If JomBazzar is required under applicable laws to deduct or withhold any sum as taxes imposed on any amount due or payable to you, JomBazzar will make such deduction or withholding as required and the amount payable to you will be reduced accordingly. JomBazzar will provide you with a document proving that amounts deducted refer to withholding taxes applicable to you. If JomBazzar is held liable for any taxes or tax compliance costs in connection with the Sales Proceeds and/or the Payments, you shall indemnify JomBazzar for such tax liability or tax compliance costs irrespective of when such tax liability is assessed.

G. Payment Enquiry or Dispute. To the extent permitted by applicable laws, any enquiry or dispute about any Payment (excluding any claim in respect of JomBazzar Coordinated Delivery and Fulfilment or Integrated Third-Party Service Provider (ITPSP)) must be received by JomBazzar within 60 days from the Order delivery date, failing which, you waive the right to dispute such Payment. Any enquiry or dispute about any Payment shall be managed in accordance with prevailing Policies.

4. Access to Services and Tools

A. Access to Seller Account. You are responsible for supplying and authorizing access to your Seller Account to your authorized personnel, and for ensuring that any person filling in or signing any document, operating the Seller Account, or handling the Products, on your behalf (other than a JomBazzar employee, contractor or agent specifically mandated by JomBazzar) has full power and authority to do so on your behalf. All actions taken by any person accessing or using the Seller Account, Services or Tools on your behalf shall be deemed duly authorized unless you have given JomBazzar advance written notice of such person’s lack of authority.

B. Accuracy of Seller Account Information. You are responsible for ensuring that all information (including email and bank account details) provided or made available by you or your authorized personnel on Seller Account is accurate and complete at all times. You shall bear all consequences ensuing from any incorrect information provided and JomBazzar shall have no responsibility to verify any information, take any steps to rectify the situation, or remit any Payment to you.

5. Fulfilment of Orders

A. Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models (“Logistics Services”):

(a) Delivery by Seller to the JomBazzar Warehouse Solutions Provider (terms & conditions apply): Where you are responsible for the delivery of Products to the abovementioned warehouse using postal services, or a 3PL based on the agreed schedule prior to a sale;

(b) JomBazzar Integrated Third Party Delivery Partner: Where you are responsible for delivering the Products to JomBazzar’s designated location or appointed 3PL (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and a JomBazzar Affiliate), for JomBazzar to coordinate delivery to Buyers (which for the avoidance of doubt, shall not include any domestic postal services)

6. Returns, Failed Deliveries and Inadequate Product

A. Returns and Failed Deliveries. All Orders will be handled in accordance with our Returns and Failed Delivery Policies. In the event that JomBazzar is required to provide additional services to collect, deliver, process or store any returned or failed delivery parcels for you, such additional fees or expenses may be charged to you and be set off against funds in your Seller Account.

B. Refund of Commission. JomBazzar will refund you the Commission related to any Failed Delivery or Order returned for Buyer convenience in accordance with any relevant Policies on the JomBazzar Platform.

C. Costs of Failed Delivery/Inadequate Product.

(a) In case of Failed Delivery, JomBazzar may require you to bear costs associated with the Failed Delivery where the underlying reason for Failed Delivery is Seller’s fault.

(b) In case of an Inadequate Product, you will promptly notify JomBazzar of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist JomBazzar with returns, including by initiating the procedures for returning Products to you. You will bear all costs associated with the return and refund or replacement, including the Payment Fee, and unless the shipping has been arranged by you, the Shipping Cost for the shipment of the Product to the Buyer, from the Buyer to JomBazzar and from JomBazzar back to you.

D. No Obligation to Return Products. Subject to the Policies, JomBazzar is not obliged to return any Products to you if such return would not be reasonably practicable (including if the value of Products is disproportionately low relative to the cost of returning Products).

E. Inability to Return Products. If,

(a) JomBazzar is unable to return the Products to you despite taking reasonable efforts in accordance with the Policies (for example, if you refuse to pick-up the Returned Products; or if your delivery address is incorrect) or,

(b) JomBazzar reasonably determines that it is not reasonably practicable to return the Product to you pursuantto Paragraph D above, JomBazzar may examine, release, dispose of or sell the Products in any manner it sees fit, without any liability or payment obligations to you. You agree that title to all Products will be passed to JomBazzar prior to any examination, release, disposal, or sale of the Products by JomBazzar.

F. Sales Proceeds. In case of Failed Delivery:

(a) where received by JomBazzar, Sales Proceeds will be refunded to the Buyer; and,

(b) where received by you, the Net Proceeds will be refunded to JomBazzar.

G. No Responsibility. JomBazzar will not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from you.

7. JomBazzar Rights

A. JomBazzar’s Rights. If the Products or your behavior on the Platform do not comply with these Terms, the Policies, applicable laws or for any reasonable cause, JomBazzar may at any time

(a) delay or suspend listing of, or to refuse to list, or to de-list any or all Products;

(b) cancel or suspend any promotion, pricing or traffic benefits;

(d) withhold (or request its designated providers to withhold) amounts in your Seller Account, and such amounts may be applied towards refunds to entitled Buyer, reimbursement of rebate or discount extended by JomBazzar to you, and any costs, fees, penalties or fines imposed by any competent authorities;

(e) allow a Buyer to cancel an Order because the Platform or the Products are unavailable following the commencement of a transaction; and/or

(f) require you to pay an Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any competent authorities.

B. Deactivation of Seller Account. JomBazzar may deactivate your Seller Account with immediate effect and withhold all outstanding payables to you if

(a) you breach any obligations under these Terms, the Policies or applicable laws relating to Intellectual Property Rights;

(b) you sell counterfeit products or products prohibited from use, distribution or sale under applicable laws;

(d) you accumulate the maximum number of non-compliant points as set out in the Policies; and/or(e) you use the Platform, the Services and Seller Center in a fraudulent manner.

C. Compliance Purposes. For the purposes of prevention of fraud, compliance with applicable laws or these Terms, or other commercially reasonable reasons, JomBazzar may impose order value or transaction limits on your Seller Account and/or your Product listings; and/or open and inspect any Product and any storage, facility and/or warehouse in which:

D. Products are stored.

E. Third Party Service Providers. JomBazzar may work with and/or use the services of its designated providers or other third party service providers in connection with the Services.

F. Variation of Order. JomBazzar may reject any particular form of Order or payment for the Goods, and not honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you to Buyer.

G. Treatment of Orders. JomBazzar may withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will stop and/or cancel orders of Products if so asked by JomBazzar (unless you have transferred the Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where you have already received the Net Proceeds, you will refund any Buyer that has been charged for an Order that JomBazzar has stopped or cancelled.

H. Risk of Credit Card Fraud. Between JomBazzar and you, you will not be required to bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: (a) Orders that you do not fulfil in accordance with the Order information, or (b) any fraud directly or indirectly linked with you. You will bear all other risk of fraud or loss, including any losses suffered by JomBazzar, its Affiliates, and/or its partners, for any breach of your warranties and undertakings per Clause 8 of these Terms. You will promptly inform JomBazzar of any changes to the nature or specifications of the Products or any pattern or behavior of fraudulent or other improper activity with respect to any of the Products that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Products.

I. Sales Traffic Activities. JomBazzar may subject the Products or you to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Products and/or your performance as a seller and JomBazzar may make these ratings and reviews publicly available.

8. Seller Representations, Warranties and Undertakings

A. General Undertakings: By using the Services and Tools provided by us or a JomBazzar Affiliate, you undertake, represent and warrant that:
(a) you shall

(i) comply with all applicable laws and regulations, including all anti-bribery, anti-corruption and tax laws relating to your activities;

(ii) be responsible for and pay all taxes and other charges arising out of or associated with these Terms or the Buyer Contract; and

(iii) obtain all necessary rights, licences, permits, or approvals required for the offer, advertising, and sale of the Products on or through the Platform;

(b) you shall comply with these Terms, the Policies and any additional terms, including any end user licence agreement;

(c) you shall include all information and supporting documents required by applicable law including issue a valid invoice to the Buyer, and ensure that any information provided under these Terms is accurate, current, completeand is not misleading;

(d) you shall fulfil all Orders for Products at their stated quantity and price to Buyers and be responsible for any error in the Listing Price;

(e) you shall not infringe any Intellectual Property Rights;

(f) you shall not post, display or disclose any materials which infringe the Policies;

(g) you shall not use or allow anyone to use the Platform, the Services and Seller Center in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable manner including:

(i) opening multiple shops or duplicating stock keeping units on the Platform without JomBazzar’s approval;

(ii) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise);

(iii) conducting activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;

(iv) purchasing items sold on the Platform for commercial use or for use on behalf of a third party;

(v) being a party to any transaction which is not for the bona fide sale and purchase of Products (for example, where the primary or associated purpose is for (A) the encashment of vouchers, codes, and/or rebates; (B) gamification for the purpose of accumulation of any rebates, loyalty points, and/or credit and/or cycle-selling operations etc.; and (C) any other act that constitutes cheating (including reselling, re-purchase of your own Products which is subsidized by JomBazzar, and re-directing sales);

(h) you shall not access content and information that concerns any party other than you, transmit unsolicited communications, interfere with the proper working of the Platform or Seller Center, transmit any viruses, Trojan horses, or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;

(i) you shall not intentionally expose JomBazzar and/or JomBazzar Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that JomBazzar determines to be harmful to JomBazzar and JomBazzar Affiliates’ operations, reputation, or goodwill; and

(j) ensure that the Listing Price for any Products offered to Buyers is at least as favourable as the price offered by you outside the Platform on other online channels for the same product in like or lesser quantities.

B. Undertakings in relation to Products: You undertake, represent and warrant that:

(a) the Products are of merchantable quality, fit for their purpose, free from defects, and conform to their listed specifications;

(b) the Products and their offer for sale are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) and conform with the Policies;

(c) you will include all legally required documentation in relation to the Products (including warranty card, warranty information and invoice) and update the same when legally required, and shall provide JomBazzar and/or Buyer any such document upon request;

(d) you have full unencumbered title in the Products and in any materials incorporated in the Products and all the Products are supplied free of all liens, charges or other security interests;

(e) the Products are not

(i) Prohibited and Controlled Products;

(ii) Inadequate Product;

(iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;

(f) you shall provide JomBazzar with any documentation and information supporting your right to sell the applicable Products, including the right, license and/or permit to sell such Products, any documentation giving you the right to distribute the Products, and if needed, the notarized copy, invoice or other proof thereof at your cost;

(g) in case of sale of refurbished Products, imported Products, white label Products, or non-OEM Products, you must comply and strictly follow JomBazzar’s specific content requirements and the specific guidelines defined for such Products on the content production manuals; and

(h) you shall comply with standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping and packaging requirements under the Policies and/or applicable law.

C. Undertakings in relation to Seller Contents: You acknowledge, undertake, represent and warrant that:

(a) you are the owner or have lawful rights with respect to the use of Intellectual Property Rights concerning theProducts and the Seller Contents and you are 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 Seller Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products;

(b) the Seller Contents are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the Policies;

(c) you will not use any intellectual property belonging to us and/or JomBazzar Affiliates without JomBazzar’s prior approval in writing (including participating in actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any JomBazzar solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectualproperty laws);

(d) you will provide Seller Content that is accurate, up to date and in accordance with the Policies (including proper categorization in accordance with the Policies, availability status, stock level and Listing Price of the Products). The Seller Content must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit, defamatory or obscene materials, or any of yours or a third-party’s marketing material;

(e) Seller Content must be provided in English and/or to the extent required by applicable law, in the language of the countries in which the Products are listed for sale through the Platform. JomBazzar may arrange for the translation of the Seller Content into local language of the country in which Products are listed for sale through the Platform but JomBazzar is not required to verify the accuracy of the translation process and shall not be liable for any errors or omissions arising from translation;

(f) you will not provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless you have the right to publish the Seller Content and have the right and license to sell such Products under applicable laws;

(g) you grant JomBazzar and JomBazzar Affiliates a royalty-free, non-exclusive, and worldwide right and license to use, reproduce, display, modify, and re-format any and all of the Seller Content provided by the Seller strictly in accordance with the Seller’s instructions and/or requirements, for the purpose of operation of the Platform or performance of the services under this Agreement;

(h) JomBazzar may determine the use and placement of Seller Contents, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and if any, the Sales Traffic Activities;

(i) JomBazzar may use mechanisms that rate, or allow Buyers to rate or review, your Products and/or your performance as a seller and we may make these ratings and reviews publicly available. JomBazzar shall not be responsible for the reviews and ratings generated by the mechanisms or Buyers, in respect of any Products and/or your performance;

(j) these Terms confer on you no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform, Seller Center and any application programming interface or other software) and data (e.g. sales data, performance data, Buyer data, Seller Center data and Seller Center name) used, obtained or created under these Terms. If such rights were nevertheless to have accrued to it for any reason whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to JomBazzar or any other party designated by JomBazzar, free of charge, or for a nominal fee; and

(k) nothing herein contained will be deemed to limit or restrict our or any third party’s rights to assert claims for violation of any Intellectual Property Rights against you.

D. Additional Representations and Warranties: Use of the Services, the Platform, and Seller Center is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:

(a) (in the case of an individual)

(i) you are not a minor and have full power, capacity and authority to enter into and perform your obligations under the Terms; and

(ii) any information provided or made available by you is at all times accurate and complete;

(b) (in the case of a company)

(i) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered;

(ii) you have full power, capacity and authority to enter into and perform your obligations under the Terms; and

(iii) any information provided or made available by you or your Affiliates is at all times accurate and complete;

(c) you and any person or entity that has a financial interest in your business, or any person or entity acting on your behalf:

(i) have no affiliation with any JomBazzar employee which may result in a potential or actual conflict of interest;

(ii) have not been barred or otherwise prevented from selling on JomBazzar; or

(iii) have not been involvedin any lawsuit or claim that has a bearing on the Terms.

E. Continuing Obligations. You undertake and warrant that all your representations, warranties and undertakings in the Terms will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform JomBazzar of the same and rectify the situation to JomBazzar’s satisfaction (without prejudice to any other rights or remedies of JomBazzar).

9. Confidential Information

A. Restriction on Disclosure. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Terms and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

B. Survival of Obligations. The rights and obligations of the parties under this Clause shall survive the termination of the Terms.

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10. Personal Data and Buyer Information

A. Use and Processing of Personal Data. You undertake, represent and warrant that you will use and process Personal Data (in particular, the Personal Data of Buyers):

(a) only for the purpose of the execution of these Terms or Buyer Contract and not disclose it to third parties;

(b) in accordance with the requirements under the applicable personal data protection laws and the Policies;

(c) in a manner that ensures JomBazzar remains in compliance with the requirement under the applicable personal data protection laws; and

(d) you will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for your own benefit or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise. You further warrant that you have implemented sufficient security measures to ensure that the Personal Data is securely kept and maintained as required by the applicable personal data protection laws and you agree to be subject to the necessary audits undertaken by JomBazzar to ensure compliance of the above warranties and to immediately inform JomBazzar of any Personal Data incident upon becoming aware of the same.

B. Rights to Information. JomBazzar will own all information regarding Buyers, Orders and the supply of the Services, including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and JomBazzar will not be liable to pay any royalties or fees to you in connection with the use of any such information.

11. Liability – Limitations & Indemnification

A. No liability for inaccuracies or errors. The Platform, Seller Center, the Services and the Additional Services are provided on an “as is” basis. Any information and any materials provided by or through the Platform, Seller Center, the Services and the Additional Services may contain errors and JomBazzar and JomBazzar Affiliates expressly exclude liability for any such errors to the fullest extent permitted by applicable laws. Any link found on the Platform Seller Center or the Tools is provided for your convenience and for further information. It does not signify that JomBazzar endorses the contents thereof and JomBazzar has no responsibility for the content of external links.

B. No liability for unavailability. You acknowledge that the availability of the Services, Platform, Seller Center is subject to:

(a) availability of resources, including resources under the control of JomBazzar and availability of a suitable network infrastructure;

(b) geographic and technical capability of communication networks and other delivery systems;

(d) you meeting the technical requirements for accessing Seller Center from time to time.

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C. No warranties. Except as expressly provided for in the Terms, JomBazzar makes no other representations or warranties of any kind, express or implied, including:

(a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

(b) that the Platform, Seller Center, the Services or the Additional Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;

(c) that the information, content, materials, or products included on the Platform or Seller Center will be as represented by JomBazzar or that JomBazzar or the Buyers will perform as promised;

(d) any implied warranty arising from course of dealing or usage of trade; and

(e) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, gross negligence or wilful misconduct by JomBazzar.

D. Correction of documents or content. Any typographical clerical or other error or omission in any acceptance, invoice, Seller Content or other document on the part of JomBazzar shall be subject to correction without any liability for JomBazzar.

E. Indemnity. You will defend, indemnify and hold JomBazzar and JomBazzar Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, harmless from, and at JomBazzar’s option defend JomBazzar against, any and all Claims arising out of, or related to:

(a) any actual or alleged breach of your undertakings, representations, warranties, or obligations set forth in the Terms of Use (Buyer);

(b) any incorrect, misleading, or erroneous information provided to JomBazzar or any third party in connection with the Services or Additional Services;

(c) any non-compliance by you with any applicable laws or the Policies, including any losses in respect of shipment of Prohibited and Controlled Products incurred by JomBazzar or its sub-contractors;

(d) any tax compliance costs or tax liability incurred by JomBazzar or JomBazzar Affiliates in connection with your activities, arising out of your non-compliance with the applicable tax laws or us or JomBazzar Affiliates being deemed as your tax agent; or

(e) your own website or other sales channels, the Products, any Seller Contents, the advertisement, offer, sale or return of the Products, any actual or alleged infringement of any Intellectual Property Rights by the Products or the Seller Contents, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time JomBazzar reasonably determines that any indemnified claim might adversely affect JomBazzar, JomBazzar may take control of the defences at your expense. You may not consent to the entry of any judgment or enter into any settlement of a claim against JomBazzar without the prior consent by JomBazzar in writing, which consent may not be unreasonably withheld.

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F. JomBazzar’s liability. JomBazzar will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Terms, the Buyer Contract, the Platform, Seller Center, the Services, the Products (including inability to use the Services or the Tools),or from messages received or transactions entered into on the Platform, provided that JomBazzar will compensate you for any direct damages resulting exclusively, or primarily from JomBazzar’s fraud, gross negligence or wilful misconduct.

G. Limitation of liability. If JomBazzar is nevertheless found liable, to the fullest extent permitted by applicable laws, and not withstanding any other provision of these Terms, the aggregate liability of JomBazzar and JomBazzar’s Affiliates and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and any of them, to you and anyone claiming by or through you, for all Claims resulting from or in any way related to the Terms shall not exceed MYRinggit five thousand (MYR5,000.00) (or such equivalent amount in local currencies of the Territory). It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by applicable laws.

H. Limitation period. To the extent permitted by applicable laws, any claim by you under the Terms must be notified to JomBazzar within 60 days from the date the cause of action arose. For the avoidance of doubt, JomBazzar will not be liable for any claim you make after said deadline. Any such claim shall comply with prevailing Policies. This Section 11 is not applicable to any claims that are relevant to Payment above and/or lost/damaged parcels in respect of JomBazzar-Coordinated Delivery and Fulfilment by JomBazzar or Integrated Third-Prty Service Provider (ITPSP).

12. Termination

A. JomBazzar’s Termination Right. JomBazzar may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:

(a) you being in breach of any provision of the Terms and failing to remedy the same within 14 days from being so notified;

(b) you being in breach of any applicable laws or the Policies;

(c) (in the case of an individual) you being adjudicated a bankrupt or have any similar action taken against you in any jurisdiction, or (in the case of a company) you passing a winding up resolution or a court of competent jurisdiction making an order for the same;

(d) the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;

(e) you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or

(f) you ceasing or threatening to cease to carry on business.

B. Seller’s Termination Right. Provided JomBazzar has not corrected these within 14 days from your written notice to JomBazzar of the occurrence of any of the following, you have the right to immediately terminate these Terms:

(a) JomBazzar (or its designated providers) delaying payment for more than thirty (30) days without reason;

(b) JomBazzar delaying returns for more than sixty (60) days without valid reason;

(c) the making of a judicial management or administration order in relation to JomBazzar or the appointment of a receiver over JomBazzar’s assets;

(d) the making of an arrangement or composition by JomBazzar with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or

(e) JomBazzar ceasing or threatening to cease to carry on business.

C. Termination with Notice. Either Party may unilaterally terminate these Terms without cause by providing fourteen (14) days’ prior written notice to the other Party.

D. Consequences of Termination. Upon termination of these Terms, you will notify JomBazzar of all concluded Buyer Contracts which have yet to be performed. Notwithstanding any termination for any reason, you remain responsible for the fulfilment of any pending Order and JomBazzar (or its designated providers) will fulfil any pending Payment obligations. JomBazzar shall have the discretion whether to complete or cancel any pending Services, and you shall pay any fees in connection with Services that are completed.

E. Surviving Provisions. Any provision of the Terms that, by its nature, is meant to survive the term or termination, shall survive such term or termination.

13. Miscellaneous

A. Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms proposed by either Party (including any terms or conditions which you purport to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Products, will form part of the Terms. The Terms will apply to the relationship between the parties in addition to any specific terms agreed to herein or specifically agreed by the Parties from time to time. In the event of any conflict or inconsistency between these Terms and the Policies, the provisions of these Terms shall prevail.

B. Interpretation. The singular includes the plural and vice versa, as the context may require. Headings are inserted for convenience only and will be ignored when construing these Terms. The term “including” or “include” shall mean “including, without limitation”, unless the context otherwise requires. A statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Terms, and shall include also any past statutory provision or regulation (as from time to time modified or reenacted) which such provision or regulation has directly or indirectly replaced.

C. Communications. Unless otherwise provided in these Terms or agreed to between the parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the recipient’s address set forth in these Terms or any other address that the recipient may specify by notice to the other Party. If requested by JomBazzar, you shall provide to JomBazzar contact details of a designated contact person, whom JomBazzar may contact regarding any of your responsibilities arising from the Terms.

D. Assignment. You cannot assign, transfer or subcontract all or part of your rights and/or obligations deriving from the Terms, without the prior written consent of JomBazzar. JomBazzar may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Terms.

E. Independent Contractors. You and JomBazzar are independent contractors, and nothing in the Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. The Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. You have no authority to make or accept any offers or representations on behalf of JomBazzar.

F. No Third Party Rights. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are for the sole and exclusive benefit of JomBazzar, JomBazzar Affiliates and you. Other than as regards the rights of Buyers against you, nothing in the Terms will be construed as giving any third party any rights whatsoever.

G. Illegality. Notwithstanding any other provision in the Terms to the contrary, nothing contained herein will oblige JomBazzar or you to engage in any action or omission to act which would be prohibited by or penalized under applicable laws. The illegality, invalidity or unenforceability of any provision of the Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The actual or future invalidity or ineffectiveness of any provision in the Terms will not affect the validity or effectiveness of the whole document.

H. Severability. If any provision in these Terms shall be held to be void but would be valid if deleted in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

I. No Waiver. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under applicable laws.

J. Force Majeure. No Party will be liable to the other or be deemed to be in breach of the Terms by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, JomBazzar 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 of Force Majeure will continue for a period exceeding one (1) month, JomBazzar may notify you that it will terminate the Agreement with immediate effect.

K. Variation. No variation of these Terms will be valid unless (a) expressly agreed to in writing and signed by authorized representative of JomBazzar; or (b) notified to you as provided in accordance with these Terms.

L. Stamp Duty, All stamp duty and registration fees (if any) in respect of these Terms will be fully borne and paid by you.

M. Governing Law. The applicable governing law and dispute resolution of these Terms is as set out in the Local Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of Malaysia.

N. Dispute Resolution. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (“AIAC”) under the AIAC Arbitration Rules. The seat of arbitration shall be Kuala Lumpur. The arbitration proceedings shall be conducted in English. Notwithstanding the foregoing, if either party believes that it may suffer irreparable harm prior to the resolution of any conflict by following the arbitration procedures, such party may apply to a court of competent jurisdiction for a restraining order or other equitable relief in order to prevent or alleviate such harm pending the arbitration.

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Additionals/Definitions/Descriptions.
Annex 1 DEFINITIONS
Definitions

(a) 3PL: third party logistics provider.

(b) Additional Service: is defined in Clause 2(B)(b).

(c) Administrative Fee/Default Fee: the fee specified in Seller Center and chargeable to you for non-compliance with these Terms, the Policies, applicable laws or for any reasonable cause.

(d) Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards JomBazzar, Affiliate is deemed to include entities which are members or partners from various entities & establishments deemed fit.

(e) Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these Terms.

(f) Buyer: a third-party, who purchases Product on the Platform.

(g) Buyer Contract: each Order by Buyer and accepted by Seller, which is governed by the Terms of Sale on JomBazzar.

(h) Cancellation Penalty: the charge applicable for a Cancelled Order. The Cancellation Penalty amount is as indicated in Seller Center.

(i) Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your lack of compliance with any provision of these Terms.

(j) Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation).

(k) Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price, as specified in Seller Center.

(l) Confidential Information: any information proprietary to a party to these Terms or an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.

(m) Consumption Tax: Any prevailing consumption tax, including but not limited to any Goods and Services Tax, Value Added Tax, Sales Tax and Service Tax, or its equivalent and as from time to time modified.

(n) Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example due to:

(i) the delivery address (either physical or email) provided by the Buyer or by JomBazzar being incorrect;

(ii) where acceptance of delivery of the Product is required, the Buyer being unable to accept the Product;

(iii) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies; or (iv) where the Buyer remains uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier).

(o) ITPSP – Fulfilment by JomBazzar Integrated Third Party Service Providers (see explanation under Clause 5A and Annex 3).

(p) Fee: the service fee payable by you to JomBazzar in consideration for the provision of Services, which shall be calculated in accordance with Schedule A.

(q) Force Majeure: any event or cause beyond a Party’s reasonable control including but not limited to:

(i) an act of God, explosion, flood, tempest, fire or accident;

(ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;

(iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

(iv) import or export regulations or embargoes;

(v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of JomBazzar or JomBazzar Affiliates, or of a third party); and

(vi) health epidemics declared by the World Health Organization.

(r) Fulfilled Buyer Contract: an Order the status of which is showing as “Delivered” in Seller Center, or is otherwise deemed by JomBazzar as having been executed by you, including instalments thereof.

(s) Fulfilment Model: the model of Order fulfilment of physical Products and Product agreed to by the parties and as supplemented by the Logistics Services Agreement (if applicable).

(t) General Services: is defined in Clause 2(B)(a).

(u) Handling Fee: a fee payable for handling Products and supplying packaging materials under ITPSP.

(v) Inadequate Product: any wrong, faulty, defective, damaged (excluding any Product damaged due to mishandling by JomBazzar, JomBazzar Affiliates, a JomBazzar contractor, or the Buyer), legally non-compliant Product, or a Product that has been publicly or privately recalled, in accordance with the law or the Policies.

(w) Intellectual Property Rights: all patents and copyright, moral rights, trade marks, design rights, rights in or relating to databases, and/or confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

(x) Late Payment Interest. JomBazzar reserves the right to charge a Late Payment Interest of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by JomBazzar (as well as after judgment).

(y) JCD: JomBazzar-coordinated Delivery (see explanation under Clause 5A and Annex 2).

(z) Listing Price: the price, including instalments, at which a Good is offered for sale to Buyers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable under applicable laws, and excludes any coupons or other discounts provided by JomBazzar to the Buyer.

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(aa) Local Addendum: Schedule B of these Terms, which sets out additional terms and conditions governing your use and access of the Platform in your country.

(bb) Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms, or any other agreement entered into by the parties and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction, in accordance with these Terms or any

other agreement entered into by the parties.

(cc) Order: the request placed by a Buyer on the Platform for the purchase of a particular Good.

(dd) Payment: payment of Net Proceeds made or to be made by JomBazzar to you.

(ee) Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds, for payment processing services.

(ff) Personal Data: any personal information as defined by the applicable personal data protection laws and regulations, pertaining, but not limited, to JomBazzar, JomBazzar Affiliates, or our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and Buyers.

(gg) Platform: the JomBazzar platform on any of the following websites: JomBazzar.my or any other internet domain property of JomBazzar, and the JomBazzar Mobile Application available on mobile operating systems (including on iOS and Android), where Seller may list Products for sale under these Terms, and where Buyer(s) may buy such Products.

(hh) Policies: the rules, guidelines, terms and conditions, etc. applicable to Sellers and Buyers for the use of the Services, Platform, Seller Center, Tools and other JomBazzar properties, as they may appear on the Platform or Seller Center or be communicated from time to time by JomBazzar, including the Privacy Policy as mentioned in paragraph 6 of the Overview.

(ii) Product: one (1), or several (if sold together under one Listing Price) good(s) or service(s) (as the case may be) offered for sale by Seller to Buyers pursuant to the Terms.

(jj) Prohibited and Controlled Products: the Products which are listed as prohibited and controlled products in the Policies, including but not limited to Products which are illegal to be listed or sold under applicable laws and regulations.

(kk) Returned Product: the return of a physical Product to JomBazzar by a Buyer in accordance with these Terms and/or the Policies, including Inadequate Products. You will retain, or take back from the Buyer as the case may be, ownership, title and risk (save, as regards to risk, where the Product is Fulfilled By JomBazzar and is under JomBazzar’s care) of all Returned Products.

(ll) Sales Proceeds: the gross proceeds received from Buyers by JomBazzar (or its designated providers) on your behalf.
(mm) Sales Traffic Activities: Additional Services consisting in:

(i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of your Products by means of a dedicated landing page;

(ii) Search Engine Optimisation, which entails the bidding on relevant keywords related to the Products and/or you on electronic search engines;

(iii) Social Media Sales Traffic Activities, which entails the promotion of the Products and/or you on the Platform or social media platforms;

(iv) Banner services which entail the bidding on bannersrelated to the Products or the Seller on electronic search engines; (v) Affiliate services, which entail advertising the Products or the Seller on a network of affiliates that work with JomBazzar; and/or (

vi) other sales promotion services agreed to by the parties. For the avoidance of doubt, each of the Sales Traffic Activities are offered according to separate sets of T&Cs, which shall form part of the Policies.

(nn) Schedule: any schedule to these Terms at the time of acceptance of these Terms and such other schedules that may be incorporated by publication or notification in writing by JomBazzar from time to time. The Schedule(s) form(s) an integral part of these Terms.

(oo) Seller Account: an account which you have created with JomBazzar for access to the Platform and Tools, and by which the Sales Proceeds may be received.

(pp) Seller Center: any tool offered by JomBazzar to Seller, for the operation of Seller’s operations on the Platform and access to the Services and Tools.

(qq) Seller Content: product information, text, images, and any other relevant and/or legally required information relating to the Products, including third party and your trademarks and other Intellectual Property Rights related materials.

(rr) Services: the services provided by JomBazzar under these Terms, being the General Services and if applicable, the Additional Services.

(ss) Shipping Cost: the fee charged by JomBazzar to Seller for JomBazzar-coordinated Delivery, as calculated based on the Shipping Fee Rate Card.

(tt) Shipping Fee Rate Card: is as set out in Seller Center.

(uu) Storage Fee: a fee payable under the Fulfilment By JomBazzar model, for storing the Products in the location designated by JomBazzar, which fee varies based on whether the Products are stored in a normal storage area or in a cold room (as agreed by the parties).

(vv) Terms: is defined in the preamble.

(ww) Territory: means a country or territory within which the Products are intended to be sold pursuant to these Terms.

(xx) Tools: any tools provided by JomBazzar to you in connection with your access to and use of the Services.

(yy) MY or MYR: Malaysian Ringgit.

(zz) Working Day: a day other than Saturday, Sunday, or a national or state public holiday in the Territory of your working premises.

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Annex 2 JOMBAZZAR-INTEGRATED THIRD-PARTY SERVICE PROVIDER (DELIVERY)
These Jombazzar-Integrated Third-Party Service Provider (Delivery) terms shall apply and shall form part of the Terms of Service (Seller) (“Terms”), if the method of fulfilment of Orders is Jombazzar-Integrated Third-Party Service Provider (Delivery).
General terms for Jombazzar-Integrated Third-Party Service Provider (Delivery)

(a) Logistics Services. JomBazzar (through JomBazzar Affiliate or third party(ies) assigned by JomBazzar) will provide delivery services to the Seller under JomBazzar-coordinated Delivery, in accordance with the Policies. You shall fulfil the order through and cooperate fully with the logistics service provider assigned by JomBazzar to carry out the delivery services. JomBazzar shall not be obliged to assist you to update the status of delivery on Seller Center, nor shall JomBazzar be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner assigned by JomBazzar.

(b) Performance of Logistics Services. JomBazzar may use any method or route to perform JomBazzar-coordinated Delivery, including to sub-contract all or part of JomBazzar-coordinated Delivery to any sub-contractor which JomBazzar deems appropriate. Costs – Unless otherwise provided in the Terms, you shall be responsible for all costs incurred for shipping the Products. Any costs assessed against or incurred by JomBazzar in relation to shipping will be debited to you. If applicable and unless otherwise specified, you shall also be responsible for payment of all customs duties, and taxes and any other charges related to the shipping and custom clearance of Products.

(c) Import/Export. JomBazzar shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If JomBazzar is listed as the importer, exporter, consignor or consignee in any export or import documentation, JomBazzar shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If JomBazzar decides to support you with the completion of the import procedures of the carrier, JomBazzar may deduct from amounts payable to you, or by other method at our election, any applicable costs or fees or penalties.

(d) Restricted Destinations. JomBazzar may restrict the destinations to which you may ship Products. JomBazzar has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.

(e) Estimated Shipping Costs. Estimated shipping costs, if any, provided prior to shipment are not binding and you agree that you shall be liable for: (i) the actual shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to you.

(f) Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to JomBazzar or its sub-contractors (if any). JomBazzar or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with JomBazzar from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies.

(g) Rejection/Re-package/Return of Products. JomBazzar (or JomBazzar’s ITPSP) may reject or re-package (at your expense) any Products for the provision of JomBazzar-coordinated Delivery, and return such Products.

(h) Prohibited and Controlled Products. If your Products fall into any of the prohibited and controlled categories listed in the Policies, JomBazzar may reject such Products for JomBazzar-Coordinated Delivery, or provide such services to you subject to additional handling charges payable by you.

(i) Fee Deduction. Fees payable by you for JomBazzar’s ITPSP completed by each reconciliation cut-off date shall be deducted from the Sales Proceeds in your Seller Account. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to JomBazzar, JomBazzar may issue you an invoice for de, and you shall pay such invoiced amounts to JomBazzar within ten (10) Working Days from the date of the invoice.

(j) Lien. JomBazzar shall, subject to any applicable law, have a lien on any Products in JomBazzar’s possession for any Fees due and owing from you.

(k) Limitation of Liability. The total liability of JomBazzar to you if there is any loss or damage to Products which are the subject of JomBazzar-coordinated Delivery and where JomBazzar is responsible for the risk shall be limited to the replacement value of such Products, calculated in accordance with the Local Addendum, Provided that, if the loss or damage is caused by your instructions, you failing to comply with these Terms or the Policies, related to the decay of perishable Products, or otherwise directly or indirectly caused by you or your agents or contractors, JomBazzar shall not be liable for any such loss or damage. Any compensation payable to you under this Clause shall be the exclusive remedy available to you for any Claim arising out of JomBazzar-coordinated Delivery services.

(l) Carrier Information. You shall not use the carrier account information of JomBazzar, including, without limitation, carrier account number and shipping rates, for any purpose other than for the fulfilment of an Order, nor disclose such information to any third party, and you shall protect such information as Confidential Information.

Specific Terms for JomBazzar’s ITPSP

(a) You will prepare and ship the Order to JomBazzar’s designated location (including any applicable drop-off boxes offered by JomBazzar or to JomBazzar’s appointed 3PL) or for JomBazzar’s pick-up from mutually agreed pick up points (if offered to you), according to the lead times specified in the Policies, provided that, where you fail to comply with the deadline, JomBazzar may modify the deadline and/or to cancel the Order.

(b) You shall stop or cancel any Orders if directed by JomBazzar. If Buyer has already been charged for such Orders, JomBazzar will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited and costs associated with the refund.

(c) Upon receiving Products that are the subject of an Order, JomBazzar will deliver the Products to the delivery address and designated recipient, in accordance with the Policies.

(d) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using JomBazzar-coordinated Delivery, and you shall be responsible for all such claims in relation to such Products.

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Annex 3 FULFILMENT BY JOMBAZZAR’S ITPSP

1. Fulfilment by JomBazzar’s ITPSP Terms (“ITPSP Terms”)

A. These ITPSP Terms shall apply and shall form part of the Terms of Service (Seller) (“Terms”), if the method of fulfilment of Orders is Fulfilment by JomBazzar (“ITPSP”).

B. Where the method of fulfilment of Orders is ITPSP, Seller is responsible for the sourcing and delivery of the Products to JomBazzar’s appointed fulfilment centre or pick-up point. The services provided by JomBazzar under the ITPSP model (“ITPSP Services”) comprise:

i) If offered by JomBazzar, pick-up of Products and transportation to JomBazzar’s fulfilment centre;

ii) Short-term storage of the Products for the purpose of fulfilment of Orders;

iii) Picking and packing of Products for fulfilment of Orders;

iv) After-sales services such as, customer service and returns and failed delivery processing in respect of the Products.

You shall fulfil the order through and cooperate fully with the logistics service provider assigned by JomBazzar to carry out the delivery services. JomBazzar shall not be obliged to assist you to update the status of delivery on Seller Center, nor shall JomBazzar be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner assigned by JomBazzar.

C. Performance of ITPSP Services. JomBazzar may use any method or route to perform ITPSP services, including to sub-contract all or part of ITPSP services, and to use any sub-contractor which JomBazzar deems appropriate.

D. Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to JomBazzar or its sub-contractors (if any). JomBazzar or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with JomBazzar from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies.

2. Enrolment in ITPSP

A. Seller may submit a request to enrol in ITPSP through the designated request channel as notified by JomBazzar from time to time. In order to enrol in ITPSP, Seller may be required to meet certain minimum requirements (such as seller account tenure, and minimum sale quantities), as notified in writing by JomBazzar. JomBazzar may revise such minimum requirements from time to time.

B. Acceptance of any enrolment request shall be at JomBazzar’s sole discretion and may be conditional on Seller fulfilling additional requirements relating to training and enrolment formalities.

C. If Seller’s enrolment request is accepted by JomBazzar, these ITPSP Terms shall apply to the Products in respect of which the ITPSP Services are provided (“ITPSP Products”).

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3. Inbound Process of ITPSP Products

A. Seller shall submit to JomBazzar all information required by JomBazzar in respect of the ITPSP Products. JomBazzar may accept or reject any inbound request for ITPSP Products submitted by the Seller.

B. The agreed details of the ITPSP Products shall be set out in an Inbound Order, which shall accompany each shipment of ITPSP Products to JomBazzar’s appointed fulfilment centre or pick-up point.

C. All ITPSP Products shall be shipped to JomBazzar’s appointed fulfilment centre on Delivery Duty Paid (Incoterm DDP 2010) basis unless otherwise agreed in writing. If the ITPSP Products are shipped from overseas, the Seller shall appoint its own importer-of-record and customs broker, and shall not name or list JomBazzar or any of its Affiliates as the importer, exporter, consignor or consignee, or customs broker for the ITPSP Products. If JomBazzar is listed as the importer, exporter, consignor or consignee in any export or import documentation, JomBazzar shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If JomBazzar decides, in our sole discretion, to support you with the completion of the import procedures of the carrier, JomBazzar may deduct from amounts payable to you, or by other method at our election, any applicable costs or fees or penalties.

D. Unless otherwise agreed with JomBazzar, the Seller shall ship the ITPSP Products specified in the Inbound Order to JomBazzar’s appointed fulfilment centre, at the appointment date and time specified in the Inbound Order. If ITPSP Products arrive at JomBazzar’s appointed fulfilment centre outside of the specified appointment dated and time, JomBazzar shall be entitled to either accept the ITPSP Products, or reject and return them to Seller at the expense of Seller.

E. JomBazzar may, at its discretion, provide the Seller with pick-up services for the ITPSP Products from the pick-up location agreed with the Seller. If such pick-up services are offered and accepted by the Seller, the Seller shall comply with the processes and supply the information required for JomBazzar to provide such services, including standard operating procedures, weight and size restrictions and packaging requirements.

F. JomBazzar may also inform the Seller in of any restrictions on scheduling or volumes, and Seller will comply with such restrictions.

G. JomBazzar may, at its discretion and prior to or at the time of agreement on the Inbound Order, request the Seller to have its delivery personnel or representative attend at JomBazzar’s appointed fulfilment centre for the time period required by JomBazzar to inbound the ITPSP Products (“Seller Attended Inbound Request”), which attendance period shall not exceed four (4) hours.

i) If the Seller complies with a Seller Attended Inbound Request and the inbound process is completed within the attendance period, any ITPSP Products which is rejected for inbounding due to the ITPSP Products’ failure to comply with Clause 4A and 4B below shall be immediately returned to Seller via its delivery personnel or representative.

ii) If Seller complies with a Seller Attended Inbound Request but the inbound process is not completed within the agreed attendance period, any ITPSP Products which is rejected for inbounding after the end of the agreed duration due to the ITPSP Products’ failure to comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below.

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iii) If Seller elects not to comply with a Seller Attended Inbound Request, any ITPSP Products which is rejected for inbounding due to the ITPSP Products’ failure to comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below, save that JomBazzar shall have no liability to Seller for any loss or damage to such rejected ITPSP Products from the time they were shipped to JomBazzar’s appointed fulfilment centre until the time that such ITPSP Products are retrieved by the Seller.

4. Requirements for ITPSP Products

A. ITPSP Products shall comply with JomBazzar’s requirements as notified on the BMS Portal, Seller Center or JomBazzar Website.
For purposes of this ITPSP Terms, BMS Portal means the JomBazzar’s Business Management System which allows the user to manage their inventory.
These requirements include (but are not limited to):

i) minimum expiry dates or periods;

ii) packaging requirements to ensure the integrity of the ITPSP Products delivered to JomBazzar’s appointed fulfilment centre.

iii) labelling requirements (in addition to any mandatory requirements under the applicable law);

iv) prohibitions and exclusions of certain types of products, such as prohibited and controlled categories listed in the Policies, illegal or prohibited, hazardous, toxic or radioactive products, or products which require special storage or handling. JomBazzar (or JomBazzar’s 3PL) may reject or re-package (at your expense) any Products for the provision of ITPSP Services, and return such Products.

B. All ITPSP Products shall correspond strictly with the details of the Inbound Order. Seller shall further provide any other additional information required by JomBazzar to accompany every shipment of ITPSP Products, such as list of barcodes for each item, warranty details, expiry date for each item, as well as gross and net weight.

C. JomBazzar may reject any shipment of ITPSP Products which is not accompanied by a valid and corresponding Inbound Order, as well as any other additional information which the Seller is required to provide.

D. In the event that ITPSP Products shipped to JomBazzar’s appointed fulfilment centre do not comply with the Inbound Order or the requirements applicable to ITPSP Products, or are not accompanied by the additional information required by JomBazzar,JomBazzar may refuse such shipment of ITPSP Products. JomBazzar will notify the Seller of such refusal in writing within ten (10) Working Days. Upon receipt of said written notice, Seller shall retrieve at Seller’s expense such rejected shipment within the following timelines:

i) within one (1) day, if JomBazzar reasonably determines that the ITPSP Products create a safety, health or liability risk to JomBazzar, its personnel or sub-contractors;

ii) within two (2) Working Days, if the ITPSP Products do not comply with the requirements relating to minimum expiry dates or periods;

iii) within seven (7) Working Days, if the refusal is due to any other reason.

E. If Seller fails to retrieve any rejected ITPSP Products within the timelines above, the rejected ITPSP Products will be deemed abandoned and JomBazzar may dispose of the ITPSP Products in any manner it deems appropriate. Title to abandoned refused ITPSP Products will transfer to JomBazzar at no cost to JomBazzar for the purpose of such disposal, and JomBazzar will retain all proceeds, if any, received from the disposal of any abandoned refused ITPSP Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, JomBazzar shall be entitled to recover such uncovered costs from the Seller.

F. Alternatively, JomBazzar may elect to return the rejected shipment to the Seller, or accept the ITPSP Product for inbounding subject to re-packaging or re-labelling of any ITPSP Products which do not comply with the packaging or labelling requirements, and may recover all incurred expenses from the Seller.

G. JomBazzar’s acceptance of the ITPSP Products at the appointed fulfilment centre does not:

i) Indicate or imply that any ITPSP Products have been delivered in accordance with JomBazzar’s inbound requirements set out above and are free of loss or damage; or

ii) indicate or imply that JomBazzar actually received the number of units of ITPSP Products specified by Seller or in the Inbound Order for such shipment; or

iii) waive, limit or reduce any of JomBazzar’s rights under the Terms or these ITPSP Terms.

5. Seller Obligations

A. Seller shall be responsible for, and bears all risk and liability for the sourcing, sale, original packaging, product quality and product warranties (if applicable) for all ITPSP Products. All claims in relation to the ITPSP Products, whether raised by any relevant authorities, the Buyer or any third party, shall be the responsibility of the Seller, save for any responsibility of JomBazzar in respect of the ITPSP Services expressly specified in these ITPSP Terms. For the avoidance of doubt, Seller shall be responsible to meet all legal and regulatory requirements in relation to such Goods and Products, including without limitation their preparation, labelling, original packaging, handling, storage, transportation and delivery, prior to the receipt of these Goods and Products by JomBazzar.

B. If required by law, Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any other obligation under these Terms.

C. Seller will process, fulfil and cancel Orders in accordance with JomBazzar’s policies, as notified on Seller Center or other written means from time to time.

D. Seller shall promptly notify JomBazzar of any actual or potential recall, or safety alert, relating to the ITPSP Products, and provide all necessary assistance to JomBazzar in connection with such recall or safety alert. All expenses incurred by JomBazzar in connection with such recall or safety alert of the ITPSP Products shall be borne by the Seller.

6. Storage for Fulfilment

A. JomBazzar will provide temporary storage services for ITPSP Products once it confirms inbounding of the ITPSP Products at the appointed fulfilment centres, and will keep electronic records that track inventory of ITPSP Products by identifying the number of ITPSP Products stored in JomBazzar’s fulfilment centres.

B. JomBazzar will not be required to physically mark or segregate items from other inventory Products owned by Seller. If JomBazzar elects to commingle the ITPSP Products with other products of Seller, both JomBazzar and Seller agree that the records of JomBazzar will be sufficient to identify which products are the ITPSP Products of Seller. JomBazzar may, at its discretion, move and distribute the ITPSP Products between its local fulfilment centres.

C. JomBazzar may impose storage fees for ITPSP Products which have been stored in JomBazzar’s fulfillment centres above a certain aging period. JomBazzar will notify Seller of the details of the storage fees at least one (1) month prior to implementation of such storage fees.

7. Fulfilment of Orders (Integrated Warehousing)

A. Where a Buyer places an Order to an ITPSP Product, JomBazzar’s ITPSP will pick and pack the ITPSP Products and ship the Order to the Buyer at the address specified in the Order. JomBazzar may ship ITPSP Products together with products sold by JomBazzar or other sellers.

B. The JomBazzar-coordinated Delivery terms shall similarly apply to delivery of Orders for ITPSP Products.

8. Failed Deliveries & Returns

A. Seller shall accept and process refunds and adjustments in respect of ITPSP Products in accordance with the applicable returns and failed delivery policies published by JomBazzar from time to time.

B. Returns and failed deliveries of any ITPSP Products will be received and processed by JomBazzar at its appointed fulfilment centres. Any sellable returns and failed deliveries of any ITPSP Products will be placed back into the inventory of the ITPSP Products of Seller. For the avoidance of doubt, all returns and failed deliveries of any ITPSP Products which are placed back into the Seller’s inventory are the property of the Seller. JomBazzar may examine and determine at its sole discretion, acting reasonably, if returns and failed deliveries of any ITPSP Products are suitable for selling.

C. If JomBazzar provides replacement ITPSP Products or a refund to a Buyer and that Buyer returns the original ITPSP Products to JomBazzar’s appointed fulfilment centre, JomBazzar will be entitled to dispose of the returned original ITPSP Products, or, if they are saleable, JomBazzar may, at its option place such returned original ITPSP Products back in the inventory of Seller. If the returned original ITPSP Products will be put in the inventory, Seller will reimburse JomBazzar for the Replacement Value of the returned original ITPSP Products.

D. If JomBazzar reasonably determines that any returns and failed deliveries of any ITPSP Products is not in sellable condition, JomBazzar shall either return such returns and failed deliveries of ITPSP Products to the Seller or dispose of such returns and failed deliveries of ITPSP Products without any compensation to Seller, and JomBazzar may recover any incurred expenses from the Seller. Title to the abovementioned ITPSP Products will transfer to JomBazzar at no cost to JomBazzar for the purpose of such disposal, and JomBazzar will retain all proceeds, if any, received from the disposal of such ITPSP Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, JomBazzar shall be entitled to recover such uncovered costs from the Seller.

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9. Outbound Process
A. JomBazzar may restrict the destinations to which you may ship Products. JomBazzar has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.

B. Seller may, at any time, request that ITPSP Products be returned to Seller by submitting a request on the BMS Portal or other channels designated by JomBazzar from time to time.

C. JomBazzar may return ITPSP Products to Seller for any reason, such as:

i) the ITPSP Products have expired or are close to their expiry date;

ii) no Orders for the ITPSP Products of the same SKU have been processed in the past twenty-eight (28) calendar days and more than one hundred and fifty (150) calendar days have elapsed since the particular ITPSP Product was inbounded in to JomBazzar’s appointed fulfillmentcentres;

iii) the ITPSP Products are reasonably determined by JomBazzar to be unsuitable for ITPSP Services;

iv) the ITPSP Products are reasonably determined by JomBazzar to be non-compliant with JomBazzar’s notified policies (such as counterfeit items, inadequate or unsuitable packaging);

v) the Terms of Service (Seller) is being terminated for any reason; or

vi) the ITPSP Services are being terminated by either Party for any reason.

D. Unless otherwise agreed, Seller shall be responsible for the pick-up of such ITPSP Products from JomBazzar’s appointed fulfilment centre within seven (7) Business Days (which JomBazzar may extend at its sole discretion) after JomBazzar has notified the Seller in writing to collect the outbounded ITPSP Products. JomBazzar may agree to deliver the outbounded ITPSP Products to the Seller’s delivery address in the same country, at Seller’s expense.

E. Seller shall be responsible for any inspection, check or reconciliation of the quantity and condition of the ITPSP Products. Upon the Seller’s collection (or, in the case of delivery to the Seller, confirmed receipt at its designated delivery location) of the outbounded ITPSP Products, they deemed to have been fully returned to Seller in full and good condition, unless any loss or damage of outbounded ITPSP Products is notified in writing to JomBazzar at the time of the collection (or confirmed receipt at its designated delivery location, as the case may be).

F. If no delivery arrangement has been agreed with JomBazzar and Seller has failed to collect outbounded ITPSP Products within the specified duration (as set out in the Local Addendum), the ITPSP Products will be deemed abandoned and JomBazzar may elect to dispose of the ITPSP Products as provided herein in any manner it deems appropriate. Title to abandoned refused ITPSP Products will transfer to JomBazzar at no cost to JomBazzar for the purpose of such disposal, and JomBazzar will retain all proceeds, if any, received from the disposal of any abandoned refused ITPSP Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, JomBazzar shall be entitled to recover such uncovered costs from the Seller.

G. Seller may, at any time, request that JomBazzar dispose of ITPSP Products. JomBazzar may dispose of ITPSP Products in any manner it deems appropriate. Title to abandoned refused ITPSP Products will transfer to JomBazzar at no cost to JomBazzar for the purpose of such disposal, and JomBazzar will retain all proceeds, if any, received from the disposal of any abandoned refused ITPSP Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, JomBazzar shall be entitled to recover such uncovered costs from the Seller.

H. Seller shall comply with instructions that JomBazzar may give in relation to any potential suspension of the work in JomBazzar’s appointed fulfilment centre.

10. ITPSP Fees

A. The service fees for the ITPSP Services (“ITPSP Fees”) shall be set out in the rate cards published on the BMS Portal, Seller Center or JomBazzar Website from time to time.

B. The ITPSP Fees are exclusive of any taxes (such as Consumption Tax) applicable to the ITPSP Services, unless otherwise stated in the rate cards. All payments to be made by Seller to JomBazzar shall be made free and clear of, and without deduction for or on account of, any taxes unless Seller is required to make such a payment subject to the deduction or withholding of taxes, in which case the sum payable by Seller shall be increased to the extent necessary to ensure that JomBazzar receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made. If JomBazzar is required under the law of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, JomBazzar will make such deduction or withholding as required, and JomBazzar will provide Seller with a certificate or any similar document proving that amounts deducted refer to withholding taxes

C. ITPSP Fees and other sums due and payable to JomBazzar (or JomBazzar’s designated service providers) under these ITPSP Terms shall be deducted from the Sales Proceeds in your Seller account. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to JomBazzar, JomBazzar may issue you an invoice for payment, and you shall pay such invoiced amounts to JomBazzar within ten (10) Working Days from the date of the invoice. Any invoice or payment error will be reversed and corrected in the next payment cycle.

D. Any enquiry or dispute in respect of ITPSP Fees or any payment of the same shall be made to JomBazzar within the time period stated in the Terms.

E. From time to time, JomBazzar may offer promotions, rebates or discounts to the Seller in respect of the ITPSP Fees. The terms of such promotions, rebates or discounts will be determined solely by JomBazzar.

F. In the event any amount due and payable to JomBazzar is unpaid by the Seller for at least fourteen (14) days after the due date of such amount, JomBazzar may suspend any further ITPSP Services pending receipt of full payment.

11. Claims

A. If there is loss or damage caused by JomBazzar to any ITPSP Products while they are being stored at any of JomBazzar’s fulfilment centres, JomBazzar will pay Seller the Replacement Value of the ITPSP Products and Seller will, at JomBazzar’s request, provide JomBazzar with a valid tax invoice or invoice for the Replacement Value paid to Seller.

B. JomBazzar shall not be liable for any loss or damage to ITPSP Products if such loss or damage arises in connection with the decay or degradation by reason of the products’ perishable nature, improper original packaging of the products, or the Seller’s non-compliance with the Policies.

C. Payment of the Replacement Value shall be the Seller’s sole remedy against JomBazzar, its Affiliates and sub-contractors in respect of the ITPSP Services. JomBazzar shall not be responsible for any other losses suffered by the Seller, in particular any indirect or consequential losses, loss of sales or profits, loss of goodwill and loss of reputation.

D. All claims by Seller to JomBazzar in relation to ITPSP Products in JomBazzar’s fulfilment centres shall be made via the ITPSP Claims Module on the BMS Portal or such other channel specified by JomBazzar from time to time (“System”).

E. On the first calendar day of each month, the System will generate a draft claim based on a previous inventory cycle for Seller’s review and decision on whether to submit the claim. If the claim is submitted by Seller, JomBazzar will inform Seller of the claim outcome and Seller shall have an opportunity to dispute the claim outcome within a timeline stipulated by JomBazzar. While there is a pending claim submitted by Seller or a pending dispute to the claim outcome, no further claim can be made by Seller until the pending claim or dispute to the claim outcome is completely resolved.

F. Seller must further submit claims or disputes to a claim outcome (if any) in accordance with the timelines stipulated in the System. Unless expressly specified to the contrary, Seller must raise claims in respect of the ITPSP Services within one (1) month from the date the claim first arose.

G. Any claims or disputes to a claim outcome for ITPSP Products by Seller which fail to comply with the communicated process and platform requirements, as well as the timelines stipulated by JomBazzar, shall be deemed waived by Seller.

H. JomBazzar may, without notice to the Seller, dispose of any ITPSP Products that are: (i) marked as damaged by JomBazzar under the System; and (ii) listed in the System claims report, and may carry out such disposal in any manner JomBazzar deems appropriate. Title to these ITPSP Products will transfer to JomBazzar at no cost to JomBazzar and JomBazzar shall be entitled to retain all proceeds, if any, received from the disposal of these ITPSP Products.

12. BMS Portal or Other Tools

A. JomBazzar may provide tools, including the BMS Portal, to the Seller, in order for Seller to access and manage its ITPSP Products inventory and the ITPSP Services.

B. The storing of Policies and transmission of any notification, amendment, instruction, request, correspondence or other communication to the Seller by JomBazzar may be made through any tools, dashboard(s) or medium(s) employed by JomBazzar including but not limited to BMS Portal or Seller Center.

C. The Seller is responsible for supplying and authorising access to the tools to its authorised personnel or representatives, to allow such personnel or representatives to access and manage the ITPSP Services and ITPSP Products inventory. Seller shall not share the password to such tools with any unauthorised personnel or representative, or use the tools for any other purpose other than in accordance with these ITPSP Terms.

D. The Seller shall not dispute any action on the tools, including the BMS Portal, made on the Seller’s account, unless JomBazzar has been given prior written notice that the access to the Seller’s account resulting in such action is unauthorised.

E. The tools are provided on an “as is” basis. Seller acknowledges that any information and any materials provided by or through the tools, including the BMS Portal, may contain inaccuracies or errors, and JomBazzar and its Affiliates expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Any link found on the tools is provided for Seller’s convenience to provide further information. Unless otherwise stated, it does not signify that JomBazzar endorses the contents thereof and JomBazzar has no responsibility for the content of external links.

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13. Force Majeure

A. In addition to the Force Majeure provisions of the Terms, JomBazzar shall have no liability to Seller in respect of ITPSP Products in JomBazzar’s custody that are lost or damaged by reason of floods, storms, natural calamities and/or other acts of God. If JomBazzar successfully makes any claims against its own insurance policies in respect of such lost or damaged ITPSP Products and receives payment from its insurers in respect of the same, JomBazzar shall pass on the proceeds it receives from such claims to Seller.

B. In addition to the Force Majeure provisions as set out under this Terms, the following shall also be regarded as events of Force Majeure:

(i). Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and

(ii). Power failure or breakdown in machinery.

C. Upon the occurrence of any of the Force Majeure events set out of the Terms, JomBazzar (as applicable) may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the Force Majeure events shall continue for a period exceeding one month, JomBazzar may forthwith terminate this Agreement upon giving notice in writing to the Seller.

14. Termination of ITPSP Services

A. Either Party may terminate the ITPSP Services without cause by providing at least fourteen (14) days’ prior written notice to the other Party.

B. If any amount due and payable to JomBazzar remains unpaid by the Seller for at least sixty (60) days after the due date, JomBazzar may terminate the ITPSP Services immediately upon written notice to the Seller.

15. General Lien of ITPSP Products

A. JomBazzar shall, subject to any applicable law, have a lien on any Products in JomBazzar’s possession for any Fees due and owing from you.

B. JomBazzar shall have a general lien against any and all ITPSP Products for any Fees due and owing from you as well as any reasonable expenses incurred by JomBazzar for the preservation of the ITPSP Products pursuant to applicable Law. JomBazzar shall provide written notice to Seller of its intent to exercise the general lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges. In the event that the Seller does not make full payment of such outstanding monies owed to JomBazzar within fourteen (14) days of such notice, JomBazzar shall have the right to sell the ITPSP Products in respect of which it has exercised its general lien at a public or private sale or auction and any net proceeds remaining thereafter shall be refunded to the Seller. Seller represents, warrants and undertakes that the ITPSP Products are and shall be free and clear of liability and liens (other than pursuant to this paragraph). Seller shall remain liable for any outstanding monies which remain unpaid after JomBazzar has sold the ITPSP Products, to the extent that these exceed the proceeds from the sale of the ITPSP Products.

C. For the avoidance of doubt, in the event that JomBazzar is enforcing the general lien referred to above, it may at its sole discretion choose not to provide any of the ITPSP Services in relation to the ITPSP Products in relation to which the general lien is being exercised.

Schedule A: KEY COMMERCIAL (FEES)

1. Payments

A. Unless otherwise agreed in writing, Payments will be made by JomBazzar to you in accordance with the Policies. The Order status on Seller Center may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of JomBazzar’s reasonable control.

B. Fee: The Fee payable shall be calculated based on:

(a) the Commission calculated on the Listing Price;

(b) the Payment Fee; and,

(c) if applicable, any Shipping Cost, ITPSP Fees, Cancellation Penalty, Administrative Fee/Default Fee, Additional Services Fee and/or such other fees as set out in the Policies.For the avoidance of doubt, coupons or other unilateral discounts provided by JomBazzar to Buyers are not considered in the Fee calculation. Any taxes, including Consumption Tax, payable as regards the Services, will be imposed on top of the Fee and will be paid by you.
JomBazzar may set off any amounts owed by JomBazzar to you against any amounts owed by you to JomBazzar, including any such amounts under other accounts or shops owned by you.

2. Commission and Payment Fee

A. Commission rates are as indicated in Seller Center. JomBazzar may provisionally reduce Commission rates for certain Products from time to time.

B. JomBazzar may provisionally update the Payment Fee from time to time. Payment Fee calculation is as set out in Seller Center.

Replacement Value

Replacement Value under this heading will be limited to the lower of:

(i) RM200 (or such amount set out in the policies or Schedule A) per parcel
(regardless of the number of Goods or Products in such parcel); OR

(ii) The replacement value of such Goods or Products, which shall be the price net of the fee associated with the sale (Listing Price minus the Commission, the Payment Fee, shipping fee (if any) and applicable taxes that would have applied if the product had been sold to a Customer). Provided that, if the loss or damage is caused by the Seller’s instructions, the Seller failing to comply with the terms of this Agreement or the Policies, or related to the decay of perishable Goods, or otherwise directly or indirectly caused by Seller, its agents or contractors, JomBazzar will not be liable for any such loss or damage.

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Period for Raising Claims

Any disputes or claims relating to any losses or damages under this section must be made by Seller within:

(a) in cases of Product damage(s), 30 days from the date any Goods or Products was returned due to any damages;

(b) in cases of any Goods or Product loss caused by any third party logistics provider, 25 days from the last updated status by any third party logistics provider.

b. Items lost or damaged inside JomBazzar’s fulfilment centre (applicable to ITPSP scenario)

Replacement Value

Replacement Value under this heading is determined by JomBazzar at JomBazzar’s discretion based on the lower of either:

(i) the invoiced value of the ITPSP Product to Seller by Seller’s supplier;

(ii) the average selling price of the ITPSP Products on the Platform over the specified Reference Period, or

(iii) the average Listing Price over the specified Reference Period, in each case net of any Commission, the Payment Fee, shipping fee (if any) and any Seller Taxes that would have applied if the ITPSP Products had been sold to a Buyer.

DIGITAL GOODS TERMS

The terms relating to Digital Goods here (“Digital Goods Terms”) shall apply to listing and sale of Digital Goods on the Platform and associated matters.
1. Scope and Effect

A. “Digital Goods” means things, data or value that are delivered in an electronic format and which you list for sale or intend to list and sell to Buyers on and through the Platform; for the avoidance of doubt, the reference to Digital Goods also include bill payment and mobile phone fee top-up or other top-up payment services.

B. The Terms (including these Digital Goods Terms) shall apply to listing and sale of Digital Goods and associated matters. Except as otherwise provided, these Digital Goods Terms shall prevail over any other terms or conditions in the Terms, in the event of any conflict or inconsistency relating to your listing, sale and delivery of Digital Goods.

C. The Digital Goods Terms shall continue in force until the termination of the Terms, or the cessation of JomBazzar’s authorisation to you to list and sell Digital Goods on the Platform, whichever is the earlier.

2. Provisions Applicable to the Listing of Digital Goods on the Platform

A. You shall provide such information and assistance as may be reasonably requested by JomBazzar to facilitate the listing of Digital Goods on the Platform.

3. Provisions Applicable to the Sale of Digital Goods on the Platform

A. You shall fully comply with all applicable laws and regulations relating to your sale of Digital Goods to Buyers though the Platform (including but not limited to those relating to consumer protection, product standards and importation where applicable). If you violate this Clause, you shall indemnify and hold JomBazzar harmless for any damages, costs or and/or expenses arising out of such violation, and JomBazzar may, at our sole discretion, take any or all of the following or similar actions:

(i) your Digital Goods will be delisted or suspended from being sold on the Platform (including with immediate effect);

(ii) your Seller Account on JomBazzar will be deactivated (including permanently and with immediate effect);

(iii) your Seller Account will be withheld by JomBazzar, including all your outstanding payables; and/or

(iv) you will be required to pay a penalty fee, the amount of which shall be determined by JomBazzar.

B. Where required under applicable laws, you shall be responsible for providing a warranty for Digital Goods.

C. Notwithstanding that the Buyer has already been charged for the Order or JomBazzar has already credited to your Seller Account the Payments, JomBazzar may make immediate refunds (and any adjustments) to the affected Buyers, or withhold payment for Buyer transactions, in any of the following events:

(i) where JomBazzar is required under the terms of its contract with the relevant third-party payment agent to make refunds of unauthorised payments (such as refunds required for payments made under circumstances involving fraudulent or unlawful activity or chargebacks that JomBazzar is required to give effect to pursuant to the terms of its contract with the relevant third-party payment agent);

(ii) withdrawal of the Digital Goods by JomBazzar from being listed for sale on the Platform in relation to any regulatory non-compliance or dispute (threatened or actual and whether or not JomBazzar or you are parties thereto), including any Intellectual Property Rights claim;

(iii) where Orders are stopped and/or cancelled in accordance with the terms of the Terms;

(iv) where JomBazzar suspects you to be involved in misconduct, fraud or unlawful acts; or

(v) where JomBazzar so elects in accordance with the Terms or Digital Goods Terms.

D. Where JomBazzar has already credited to you Seller Account the Payments, the amounts refunded to the affected Buyers pursuant to Clause 3C of these Digital Goods Terms shall be recoverable by JomBazzar from you as a debt due from you, and JomBazzar will deduct such amount from amounts payable to you, or by other methods at JomBazzar’s election. JomBazzar may modify or discontinue the mechanism for processing returns and adjustments at any time without notice.

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E. Without prejudice to Clause 3D of these Digital Goods Terms above:

(i) where you cancel an Order, JomBazzar shall be entitled to make immediate refunds to the affected Buyers and JomBazzar shall not be required to credit to your Seller Account the Payments in respect of such Order;

(ii) where JomBazzar cancels an Order, an email will be sent to you to notify you of such cancellation. If you deliver the Digital Goods to the Buyer after JomBazzar’s notification of such cancellation, JomBazzar shall take no responsibility for such Order or any losses suffered or incurred in connection thereof. For the avoidance of doubt, JomBazzar shall not be required to recover or reverse refunds given to the Buyer (if any), credit to your Seller Account the Payments in respect of such Order, or retrieve or recover such Digital Goods delivered to the Buyer (including assisting or facilitating you in such retrieval or recovery);

(iii) you shall not in any way question or dispute any action taken by JomBazzar in connection with any cancellation of the Order and agree that JomBazzar shall, in its sole discretion, be entitled to take any action in connection with any cancellation of the Order (whether by your or JomBazzar), including any refunds given to the Buyer;

(iv) Where JomBazzar has already credited to your Seller Account the Payments for Orders cancelled pursuant to this Clause 3E of these Digital Goods Terms, the amounts refunded to the affected Buyers shall be recoverable by JomBazzar from you as a debt due from you, and JomBazzar will deduct such amount from amounts payable to you, or by other methods at JomBazzar’s election.

G. You shall promptly inform JomBazzar of any pattern of suspected fraudulent or other improper activity with respect to any of the Digital Goods that may result in a higher incidence of fraud or other impropriety associated with Orders, purchases and payments for the Digital Goods.

4. Provisions Applicable to the Fulfilment of Digital Goods

A. Parties agree that the order fulfilment model for all Digital Goods shall be “Delivery by Seller”.

B. JomBazzar and you shall respectively support the relevant customer services, including answering Buyer enquiries, depending on whether Buyer reaches out to JomBazzar or you (as the case may be).

C. You shall be solely responsible for, and bear all risk and liability in relation to the Digital Goods, including but not limited to: sourcing, storing, selling, delivery/fulfillment and providing warranty for Digital Goods; any nonconformity or defect in, damage to, or claims regarding the Digital Goods; or any other loss of Digital Goods prior to receipt of Digital Goods by Buyer; except to the extent caused by:

(i) credit card fraud for which JomBazzar is responsible; or

(ii) failure of JomBazzar to make available to the Seller information about the Order.

D. JomBazzar will provide you with information in relation to each Order for Digital Goods made through the Platform.

E. You shall be responsible for fulfilling all Orders for Digital Goods in the quantity sold through the Platform and/or as communicated by JomBazzar. All Orders will be final and may not be cancelled or revoked by you except as otherwise provided for in this Digital Goods Terms.

F. In the absence of any service level agreement specific to you, the delivery of any Digital Goods in respect of each Order will be fulfilled by you in accordance with the service levels published by JomBazzar from time to time (“Service Levels”). In the event that JomBazzar determines that there has been a breach of any of the Service Levels, JomBazzar shall be entitled to the service credits published by JomBazzar from time to time (“Service Credits”). Parties acknowledge that each Service Credit is a genuine pre-estimate of the loss likely to be suffered by JomBazzar and not a penalty. The imposition of Service Credits shall not prejudice any of the other rights or remedies available to JomBazzar under the Terms. Service Credits shall be reflected as a deduction from the amount due from JomBazzar to you in the next invoice due to be issued under the Terms after JomBazzar has become entitled to such Service Credits.

G. Following delivery of any Digital Good to any Buyer, you shall notify each of JomBazzar and the Buyer of such delivery in such manner as stipulated in the service levels between the Parties, or where the manner of notification is not stipulated, by issuing a confirmation notice to each of JomBazzar and the Buyer.

H. At no time shall title, risk, legal ownership or equitable ownership of any Digital Goods pass to JomBazzar. Upon your delivery of Digital Goods to Buyer, the title, risk and the legal and equitable ownership of such Digital Goods shall pass to the Buyer.

I. In the event that you are unable to fulfil any Order, JomBazzar shall be entitled to notify the relevant Buyer accordingly. You hereby acknowledge and accept full responsibility and liability for any and all claims arising out of or in connection with your breach of the Terms and/or inability to fulfil any Order, including without limitation, and any payment fees or charges that may be imposed on JomBazzar by any third-party payments provider.

J. Except where otherwise provided for in these Digital Goods Terms, JomBazzar shall not accept (without authorization) the return of any Digital Goods from a Buyer, and shall not provide a refund for any purchase of a Digital Good to a Buyer.

5) Provisions relating to APIs (only applicable with API integration)

A. You agrees that it shall only permit authorized personnel utilizing the security credentials provided by JomBazzar to access the APIs. You shall be responsible for any costs involved in setting up its own properly authorized computer or broadband connections or other equipment suitable for accessing and using the APIs. You shall not undertake any action which would restrict or limit JomBazzar’s access to the API records for purposes of collecting information to support JomBazzar’s reporting system or otherwise.

B. You shall immediately discontinue use of the APIs and remove any related software from its respective systems immediately upon any termination of these Terms or when requested by JomBazzar. You shall:

(i) safeguard the security credentials and prevent unauthorized access of APIs,

(ii) be responsible for any transaction which is attempted or initiated using such security credentials, and

(iii) indemnify and hold harmless JomBazzar, its affiliates, Participating Providers, officers, directors, agents, employees, from any and all third party claims arising out of or in connection with any access or use of the APIs by JomBazzar, its employees, agents or representatives, or any person utilizing any such security credentials.

C. You shall implement appropriate administrative, technical, and physical safeguards designed to ensure the security of its connection to the APIs protect against any anticipated threats or hazards to the security or integrity of the APIs and protect against unauthorized access to or use of the APIs that could result in substantial harm or inconvenience to JomBazzar.

D. API as used in this Terms means:

(i) any application program interface used in connection of the implementation of this Terms;

(ii) all processes, methods, machines, manufactures, technology, software or other technologies and all other materials used or in connection therewith; and

(iii) all improvements, modifications or upgrades performed to any of the foregoing at any time.

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