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MyCPMall Seller Agreement

2018-09-17 00:00:45 Author: MYCPMALL

 MYCPMALL SELLER’S AGREEMENT 

1. Scope

1.1 The Seller Agreement (hereinafter referred to as the “Agreement”) is between Snimac Media (M) Sdn Bhd. (Company No.: 1167114-M), a company incorporated in Malaysia and having its registered address at Block F-05-07, Starpac Point, Jalan Ibu Kota, Setapak, 53300 Kuala Lumpur, Malaysia with nature of business in the field of e-commerce and hereby operates an e-commerce platform, MyCPMall (hereinafter “MyCPMall”) and a marketplace Seller (hereinafter the “Seller”) (MyCPMall and Seller hereinafter individually a “Party” and collectively “Parties”, as the context may require) for the activities provided by MyCPMall to the Seller of listing and selling products (hereinafter “Goods”) on and through any of the following website: www.MyCPMall.com.my, the Seller Store (hereinafter “Store”) or any other internet domain property of MyCPMall (hereinafter the “Platform”), collecting, reconciling and executing all Transactions involving the Seller through the Platform via an external payment processing agent for the Seller, and other related content production, sales traffic activities and/or order fulfilment activities or such other activities provided by MyCPMall to the Seller (hereinafter “Activities”) via the website and/or the mobile application, as agreed in writing between MyCPMall and the Seller. By signing up to the Platform as a Seller, the Seller is aware that it constitutes the absolute acceptance of the terms and conditions contained in this Agreement, the Seller Admin Guidebook (version 2.2) (hereinafter “Guide”) and any amendments and updates of these terms and Guide by MyCPMall which will be notified via the Platform or any other reasonable means as deemed fit by MyCPMall at any time.

1.2 The terms in this Agreement and the Guide shall constitute the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements of the Parties with respect to the subject matter hereof.

1.3 The Agreement shall include the any such other schedules that may be incorporated by publication or notification in writing by MyCPMall from time to time (collectively, “Schedules”). In the event of any inconsistency between any provision in these Terms and any provision in any of the schedules in relation to the subject matter of the schedule, the schedule shall prevail.

1.4 MyCPMall may, in its sole discretion, change any of the terms and conditions contained in these Terms, or any fees, procedures and policies governing the subject matter of the Agreement (which are incorporated by reference in the Agreement), from time to time. These changes will take effect seven (7) days from their publication on the MyCPMall website or any other reasonable manner as prescribed by MyCPMall, unless the Seller notifies MyCPMall within this period that it wishes to discontinue its use of the Platform and the Activities. Seller acknowledges and agrees that such changed or introduced procedures and policies will bind Seller upon their publication, and Seller will implement such changes or introductions required to ensure that it complies with the procedures and policies.

1.5 The Seller shall adhere strictly to all the terms, conditions, guidelines of this Agreement, Guidebook and any other agreements or Schedules as determined relevant by MyCPMall from time to time. The Seller shall also adhere to the further recommendations, comments and/or suggestions made in written form by MyCPMall from time-to-time.

1.6 The Seller shall indemnify and hold MyCPMall, its subsidiaries and affiliates harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities and/or presumptions of liabilities arising out of any claim, demand or action resulting from the inaccurate, incomplete or illegal information and activities on the Platform and/or Store.

1.7 The Seller cannot assign, transfer or subcontract all or part of its rights to any third parties and/or obligations deriving from the Seller Agreement, without the prior written consent of MyCPMall. MyCPMall may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement and shall have the right to use any service providers, subcontractors and/or agents on such terms as MyCPMall deems appropriate.


2. Seller Information & Details

2.1 The Seller will provide to MyCPMall all contact information as requested by MyCPMall and in accordance with all applicable laws such as but not limited to name operator of business, registration number of the business or company, telephone, and email contact information for a designated contact or contacts available during business hours whom MyCPMall can contact regarding any of the responsibilities arising from the Seller Agreement (including, but not limited to, Content Material, sales traffic activities, stock level updating, Price updating, and order fulfilment) and any other information deemed relevant by MyCPMall under this Agreement.

2.2 The Seller shall ensure that all contact information provided in the Store via the Store Setting and Personal Information functions are accurate, updated and are in accordance with all applicable laws.

2.3 Any password provided by MyCPMall to the Seller may be used only during the period the Seller is permitted to use the Platform and/or Store, manage the list of Goods listed on the Platform and/or Store, update information about the Goods (e.g. availability status, stock levels and Prices), electronically fulfil the orders and review the all completed transactions in the Seller’s Store (“Transactions”).

2.4 The Seller is solely responsible for maintaining the security of its password. The Seller may not disclose its password to any third party (other than third parties authorized by MyCPMall to use its account in accordance with these Terms) and is solely responsible for any use of or action taken by those using its password. If the Seller is of the view that the password is compromised, the Seller must immediately change it.

2.5 The Seller shall immediately, at MyCPMall’s request, provide MyCPMall with any documentation and information supporting the Seller’s right to sell the applicable Goods on or through the Platform, including but not limited to the Seller’s right, license and/or permit to sell such Goods, any documentation or agreement giving the Seller the right to distribute any particular item or brand of certain Goods, and if needed, the notarized copy, invoice or other proof thereof at Seller’s cost. In the event of the Seller’s improper use of intellectual property rights or distribution rights, sale of fake or counterfeit products or products prohibited from use, or distribution or sale under applicable laws, MyCPMall may at its sole discretion take any or all of the following actions:

  a. Seller’s account on MyCPMall will be deactivated permanently with immediate effect, and will be withheld by MyCPMall, including all its outstanding payables;

  b. Suspend such Goods from being sold on the Platform with immediate effect;

  c. Customers will be informed by MyCPMall of such event, and will be entitled to return the fake/counterfeit/non-conforming Goods and to get full refund which shall be borne by the Seller via the deductions to the payments due to the Seller;

  d. All accounts payable to the Seller as per MyCPMall’s accounting including Seller Centre account will be applied by MyCPMall towards amounts to be refunded to entitled Customers and/or to purchase substitute Goods to compensate the Customers;

  e. Seller may be required to complete additional training programs provided by MyCPMall or a third party designated by MyCPMall;

  f. Relevant local government authorities will be informed of the infringement or any illegality; and/or

  g. MyCPMall may terminate this Seller Agreement.


3. Seller Registration

3.1 During the registration process, the Seller will be given the option to choose (without any fee and/or charges imposed at the current moment) the level to determine the limit for the number of items to be listed on the Platform (hereinafter referred to as “Listing Rank”) via the Store. The Seller shall be allowed to determine the Rank best suited for it and may from time-to-time request for the preferred Rank as made available by MyCPMall via a written notice.

3.2 MyCPMall reserves the right to impose any fees and/or charges at any stage (i.e. registration and/or subsequent stages) for each Rank via a written notice by amending and updating the terms herein and the Seller acknowledges this right and is bound to the rights herein stated.

3.3 MyCPMall reserves the absolute right to determine the approval for the request made by the Seller under Clause 3.1.


4. Seller’s Obligations as a Seller on the Platform

4.1 The Seller hereby undertakes and represents that it has obtained all necessary licences, permits or approvals required for the listing and sale of the Goods on and through the Platform and/or Store, for any country or countries, where the Goods are listed for sale, prior to the listing of Goods on the Platform. Failing which the Seller is to be held solely liable and responsible for any claims, losses, damages, actions and charges made against the Seller and/or vicariously MyCPMall, MyCPMall shall have the following ut not limited rights under clause 2.5 and 1.6 respectively.

4.2 The Seller shall undertake to avoid at all times from breaching any and all relevant and applicable laws especially refraining from carrying out any conduct that is in contrary to the applicable and relevant laws of the State.

4.3 The Seller grants MyCPMall a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Content Material provided by the Seller, and to sublicense the foregoing rights to the affiliates and operators of MyCPMall including right to use and reproduce the Content Material for similar products; provided, however, that MyCPMall will not alter any of the trademarks from the form provided by the Seller (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with the removal requests of the Seller as to specific uses of such trademarks made available by the Seller pursuant to this Agreement; provided further, however, that nothing in this Agreement will prevent MyCPMall from using the Content Materials without the consent of the Seller to the extent that such use is permissible without a license from the Seller or the affiliates of the Seller under applicable laws.


5. Seller’s rights to the use of the Store and Platform

5.1 MyCPMall grants the Seller the right to use the Store and Platform in the following (but not limited to the below) manner:

  a) Listing of Goods;
  b) Updating Stocks;
  c) Advertising of Seller’s store;
  d) Addressing comments, complaints and queries by Buyers;
  e) Request payment from MyCPMall.

5.2 Notwithstanding any provision of these Terms, MyCPMall will have the right, in its sole discretion, to determine the functionality of the Platform and/or Store including Content Material, structure, appearance, design, and all other aspects of the Platform, the selling through the Platform, as well as , if any, sales traffic activities, (including the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects of, and prevent or restrict access to the Platform and any element, aspect, portion or feature thereof (including any product listings), from time to time).

5.3 The Seller shall only be allowed to operate one store on the Platform. It shall not be allowed to operate under any other name, account and/or identification number. Failing which, MyCPMall reserves the right to terminate the Agreement as stated under Clause (insert clause for termination).


5.4 The Seller shall at all times adhere strictly to all the relevant and applicable laws, the terms of this Agreement and any other Schedules and/or suggestions, recommendations and comments made by MyCPMall at any time via a written notice. Failing which MyCPMall reserves the rights to terminate this Agreement as stated under Clause (insert clause for termination).

5.5 The Seller acknowledges and agrees that MyCPMall reserves the absolute right to impose on it any payments, fees and/or charges deemed reasonable from time-to-time via a written notice or notification via the Platform and/or Store for the use of the Services provided by MyCPMall via the Platform and/or Store as stipulated under clause 12.


6. Listing of Goods

6.1 Subject to all the relevant laws, the Seller shall at all times provide content comprising of genuine intention to supply accurate and complete product information, quality, history of goods, state of goods, manufacturing processes of goods prices, text, images and any other information related to the Goods for each type of Goods that the Seller makes available to be listed for sale including any advertisements made through the Store and reflected on the Platform or to be the subject of sales traffic activities provided by MyCPMall (“Content Material”) in the format required by MyCPMall. The Seller will promptly update the Content Material as necessary to ensure it at all times remains accurate and complete. Seller agrees that it may from time to time request MyCPMall to assist in generating the Content Material by providing input or references in relation to the courses of the product information and text images, provided that MyCPMall is not obliged to verify the accuracy, completeness and legality of the Content Material published on the Platform upon the Seller’s request.

6.2 The Seller further undertakes that at all times it will ensure all Content Material provided are not fake and/or misleading representations as stated under the relevant and applicable laws. Failing which the Seller shall be held solely liable for any claims, damages, losses, charges, suits, penalties and/or punishments imposed on the Seller. In an event where MyCPMall is found liable for any of such breaches by the Seller, the Seller shall indemnify and keep MyCPMall indemnified for any losses, damage, claims, suits, costs, charges, penalties and/or punishments.

6.3 The Seller is aware and shall provide the text of the Content Material and the image of the Goods to MyCPMall in accordance with all the relevant and applicable laws together with MyCPMall’s standard policy including:

  a. Seller Stock Log;

  b. Brand name, product name, model, and package content;

  c. Dimensions (height, length and width) expressed in centimetres and weight expressed in kilograms;

  d. Expiry date (if applicable);

  e. Normal selling price; and

  f. Warranty details including geographical coverage
  
Failing which the Seller will solely be held liable to any claims, charges, costs, loss made against it by the Customer, any third parties and/or MyCPMall. The Seller will fully indemnify MyCPMall against all actions, losses, costs, claims, damages, charges should any or all were to arise as stipulated under clause 2.6.

6.4 The Seller may in its own capacity or request MyCPMall to add text, disclaimers, warnings, notices, labels or other Content Material required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods.

6.5 Unless specifically permitted by MyCPMall, the Seller is prohibited from selling any of the following Goods on the Platform (except to the extent permitted by the applicable laws of the country or countries, where the Good is listed for sale), including:

  a. Goods that are required to be certified by or registered with a government authority under applicable laws or to obtain a distribution permit and/or other special permit from a government authority under applicable laws;

  b. Goods related to safety, security, public health and environment which are required to have national standardization;

  c. Any medicine including traditional medicine, cosmetics, food supplements, food and beverages, telecommunication equipment and apparatus, medical equipment, medical supplies;

  d. Goods that are required to have local language (other than English) on its label, product manual, warranty statement, and/or other parts of the product or its packaging materials, and

  e. Other prohibited Goods including: weapons (including firearms, air rifle and similar and related goods), prohibited drugs, black market and imitated goods, pirated goods or copies of original goods, counterfeits, goods containing vulgar and pornographic content, multi-level marketing, money games, alcohol and other intoxicants, protected flora and fauna (including body parts, such as claws, fangs, skins, fluids, etc.), hazardous explosives and other products that violate applicable laws.

Particularly for consumable Goods or Goods having expiration date, the Seller must ensure that it provides Goods to the customer of the Goods (“Customer”) with a reasonable period allowing the Customer to use such Goods before its expiration date according to applicable laws.

6.6 Subject to this Agreement and all relevant and applicable laws, the Seller shall not be allowed to list any Goods that are in nature a Pre-Oder and Limited Edition Goods item without obtaining a prior written approval from MyCPMall for the said item. The Seller shall be under the strict obligation to ensure that the Stock Log for this item is accurately and promptly updated. The Seller further warrants that it shall supply such Goods and will supply the Goods that at all times correspond to the description listed on the Platform and/or Store by the Seller. The Seller shall be solely liable for any costs, claims, charges, refunds, cancellations and/or losses from the failure in fulfilling this order. MyCPMall reserves the absolute right to deduct any payments due from MyCPMall to the Seller in such an event.

6.7 In case of sale of refurbished Goods, imported Goods, white label Goods, or non-OEM Goods, Seller must comply and strictly follow MyCPMall’s specific content requirements and the specific guidelines which shall form a separate document, guideline and/or agreement.

6.8 Content Material must be provided in the language requested by MyCPMall and, to the extent required by applicable law, in English and/or in the language of the country or countries in which the Goods are available to be listed for sale through the Platform. MyCPMall may from time to time arrange for the translation of the Content Material into local language of the country or countries in which Goods are available to be listed for sale through the Platform. MyCPMall is not required to verify the accuracy of the translation process and in no event shall MyCPMall be made liable for any errors or omissions arising from translating the Content Material into the relevant local languages.

6.9 MyCPMall shall have the right to immediately suspend any advertisements, listing and sale of Goods on the Platform if, at its sole discretion, it determines that any part of the Content Material is incorrect, incomplete or not in compliance with applicable laws.

6.10 Notwithstanding any provision in these Terms, MyCPMall will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Seller not to list, any advertisements and/or all Goods that the Seller makes available to be advertised and listed for sale through the Platform provided by MyCPMall.

6.11 The Seller acknowledges that it is required to strictly adhere to the terms of this Agreement and all relevant and applicable laws, failing which MyCPMall reserves the right to terminate this Agreement.

6.12 The Seller shall at all times indemnify MyCPMall against all losses, liabilities, charges, costs, claims and suits as stated under clause 1.7.