Seller Terms

MERCHANT TERMS

1. Introduction

If you wish to become a Merchant on Macsin, you must first register with us as a Merchant. Only upon being registered will you be able to engage with other users on www.macsin.com (the “Platform”) as a Merchant.

2. Interpretation

2.1 Unless the context otherwise requires, reference in these Merchant Terms to:

(a) persons include individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence);

(b) a party means a party to these Merchant Terms and includes its successors and permitted assigns;

(c) references to “Macsin”, “we”, “us” and “our” means Guan Chow Sdn Bhd;

(d) references to “you” and “your” mean you as a Merchant on the Platform, whether as an individual or on behalf of the entity you represent;

(e) references to a “business day” mean any day except a Saturday, Sunday or public holiday and on which banks in Malaysia are open for business;

(f) the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(g) the singular includes the plural (and vice versa) and use of any gender includes the other genders.

2.2 The headings in these Merchant Terms are for convenience only and shall not affect the construction or interpretation of these Merchant Terms.

3. Registration Process

3.1 In order to access our services and certain restricted parts of the Platform, you are required to sign-up online and be registered via the Platform as a Merchant.

3.2 First, you will need to enter our website (www.macsin.com) and follow an initial sign-up process and submit certain basic details about yourself (including your name, NRIC number, company or business registration number (if applicable) and e-mail address). You will be deemed to warrant, represent and undertake to us that the information you provide about yourself during the registration process is accurate, current and complete. Once you have submitted the aforesaid information, you will receive an activation code / validation email. This activation code / validation email may be used to access the second step of the registration process as set out below.

3.3 At this part of the registration process (or at any other time as determined by us), we will carry out procedures to authenticate your identity, and these may include, e.g. “know-your-customer” procedures, including your identity or that of your business, as well as the identities of the key management/ individuals associated with your business and people authorised to act on your behalf.

3.4 By applying to be registered, you will be deemed to have agreed and authorised us to conduct searches on you and your directors, members, partners or proprietors (as the case may be) using publicly available information and/or by contacting third parties, including credit reference agencies (if necessary). You hereby confirm that you have obtained the consent from the person(s) whose personal data may be given to us by you or identified from your personal data which may be processed by us for the purposes stated herein.

3.5 You shall (if necessary) make available and forward to us copies of documents (which may include certified true copies) as and when we may require in order for us to be able to evaluate whether to register you on the Platform, including but not limited to national identity cards, passports and other identification documents, powers of attorney and any other documentation we may require in order for us to be able to carry out, and be satisfied that we have complied with all necessary “know-your-customer” or other similar checks under all applicable laws and regulations.

3.6 Failure to provide such documents as requested by us may result in your application for registration being rejected.

3.7 Once you have provided all of the requested information to us, we will review it and you will be notified via your e-mail address or an instant pop-up of the result of your application to be registered on the Platform. The decision process is likely to take between one (1) and seven (7) business days. The decision process may take longer if unforeseen complications arise or if we find that the information you have provided is incomplete or inaccurate. We may require you to activate your account via a link sent to your e-mail and all services on the Platform shall remain restricted until such activation have been completed.

3.8 Notwithstanding the aforesaid, we shall have no liability to you if your application to become a user is ultimately unsuccessful and shall in no circumstances be liable to provide you with further details and reasons why your application has been rejected. All decisions made by us shall be final.

4. Username and Password

4.1 On registering with us, you must provide us with the following (subject to such variations as we may determine from time to time): a username and email address, a password and answers to three (3) security questions. These must be used in order to access certain restricted parts of the Platform. Each time you log in to access the Platform you will need to enter your email address and password. Your username and password are personal to you and are not transferable without our prior written consent.

4.2 Your username, password and the answers to security questions are the methods used by us to identify you and so you must keep them secure at all times. You are responsible for all information and activity on the Platform by anyone using your username and password whether or not authorised by you. Any breach of security, loss, theft or unauthorised use of username, password or security information must be notified to us immediately at [*].

4.3 Save and except in the event of fraud on our part, you agree that we shall not be responsible for any damages or losses resulting from any breach of security whether caused by your failure and/or the failure of other persons who obtain access through you to maintain the confidentiality of your username, password and security information or otherwise.

4.4 You agree not to adapt or circumvent the systems in place in connection with the Platform, nor access the Platform other than through normal use of it.

4.5 We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use. In such circumstances, we shall not be liable for any damages or losses resulting from our actions, be they in carrying out your instructions or refusing to act thereon, even if the suspected activity is subsequently found not to be illegal/ fraudulent and/ or if our suspicions proved to be unfounded.

5. Merchant Terms

5.1 After you have been successfully registered on the Platform, you may start listing your products and services and any other related details (collectively referred to as “Listing Details”) for the viewing and orders of other users on the Platform.

5.2 Once you are registered as a user on the Platform, you must comply with these terms and conditions (“Merchant Terms”). These Merchant Terms should be read together with and shall apply in addition to our General Terms of Use and our Privacy Policy together with any other corresponding terms governing the use of the Platform (collectively referred to as the “Terms of Service”).

5.3 By using the Platform, you confirm that you have read, understood and agreed to be bound by the Terms of Service (as amended from time to time). Please ensure that you read the Terms of Service carefully as these will bind you and govern your relationship with us and Merchants. If you are uncertain as to your rights and obligations under them or would need an explanation in relation thereto, you may contact us at [*].

5.4 Where you are acting as an appointed representative of a partnership, company or other business, you confirm that you have the authority to enter into these Merchant Terms on behalf of the partnership, company or business you represent and that your partnership, company or business agrees to be bound by the Terms of Service and you will provide us with documentary evidence indicating such authority if requested by us. If you do not agree to and conform to/ comply with the Terms of Service, you will not be able to become a user on the Platform.

5.5 Notwithstanding the fact that you are able to upload all Listing Details without our prior approval, you hereby agree that we shall have the right to remove any Listing Details that we deem to be inappropriate and does not conform to the Terms of Use and/or any other rules or regulations that is currently in place.

5.6 For the avoidance of doubt, our decision on whether a material is inappropriate shall be final and the Merchant shall have no further rights to appeal against such a decision. We shall not be held liable for any losses suffered by you due to our decision to remove any of your listings.

6. Fees

6.1 The Merchant hereby expressly agrees we shall have full authority to decide upon and to set up the payment mechanism for the purpose of collecting payment from the Users. The Merchant further agrees that we shall be entitled to collect all payment from the Users on its behalf and to transfer the collected money to the Merchant at the end of each Accounting Period in accordance with the terms and conditions hereinafter appearing.

6.2 Unless otherwise agreed between the parties, the Merchant hereby agrees that we as the operator of the Platform shall be entitled to charge throughout the term of this Agreement, Listing Charges calculated as follows:

[to insert website charging structure]

It is hereby agreed that the Listing Charges shall be automatically deducted from the payment collected from the Users before the collected money is transferred to the Merchant at the end of each Accounting Period in accordance with the terms and conditions hereinafter appearing. We reserve the right to waive, reduce or increase the applicable fees from time to time. Any such changes shall be notified to you on the Platform. In such circumstances, by continuing to use the Platform, you agree to be bound by the amended terms.

6.3 It is hereby agreed that the accounts shall be compiled on a weekly basis (the “Accounting Period”). We as the operator shall be required to compile and finalize our accounts at 12am every Monday (the “Accounting Date”) and an account statement shall be provided by us to the Merchant via the Merchant’s registered email showing the total amount of payment collected throughout the Accounting Period, the amount of Listing Charges to be deducted and the Return Sum.

6.4 In the event there are no disagreements with the account statement in Section 6.3 above, we shall transfer the Return Sum to the Merchant’s Bank Account provided during registration within three (3) working days from each Accounting Date. You are reminded to keep your Merchant’s Bank Account details updated at all times to prevent any delayed or missing payments. It is hereby agreed that we shall not be held liable for any delay in repayment not directly accrued to our actions.

6.5 In the event the Merchant disagrees with the account statement provided in Section 5.4 above, the Merchant shall within three (3) working days submit its complaints via the Platform together with evidence of the said discrepancies. Should this happen, we shall assess and provide our response on such complaints as soon as possible (the “Decision Date”). All payments due and payable under Section 5.5 shall be put on hold until the Decision Date. As all transactions on the Platform are tracked by our system, it is hereby agreed that our decision with reference to the system’s records shall be final and the Merchant shall have no further rights to appeal against such a decision. The Operator shall transfer the agreed Return Sum to the Merchant’s Bank Account within three (3) working days from the Decision Date.

7. Warranties, Undertakings, Indemnities and Disclaimers

7.1 You warrant, undertake, represent and covenant as follows:-

(a) that you have the legal capacity to enter into these Merchant Terms. If you are a limited liability partnership, partnership or company, you warrant that your appointed representative has the authority to enter into these Merchant Terms on your behalf;

(b) that you are not a “non-resident” for the purpose of the foreign exchange control regulations in Malaysia;

(c) that you shall comply with all applicable laws and regulations and promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable you to perform your obligations under these Merchant Terms;

(d) that you shall notify Macsin of any event of default occurring under the Terms of Service and/or any other agreement to which you are a party, promptly on becoming aware of its occurrence;

(e) that all information provided to us are true and accurate in all respects;

(f) that the information we hold on record for you is up to date. You agree to inform us as soon as reasonably possible if any of the information you provide to us changes or is likely to change at any time;

(g) that you shall use the Platform only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use and enjoyment of the Platform;

(h) that you shall not use the Platform or any information accessible on or obtained therefrom for the purposes of canvassing or soliciting any person or enticing any person away from the Platform;

(i) that you shall take and have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Platform or us is free from viruses and anything else which have a contaminating or destructive effect on any part of the Platform or any other technology;

(j) that you are responsible for all costs incurred by you in accessing the Platform;

(k) that all the monies paid by you on the Platform come from lawful sources and does not breach the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 or any other similar legislation; and

(l) that you shall only download and print content from the Platform solely for your own personal use or in the course of your business to the extent required to use the services provided thereon. Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express prior written consent.

7.2 You shall defend, indemnify, protect, and hold us harmless, as well as our subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns, without limit, from and against any and all actions, claims, suits, demands, judgements, losses, costs, expenses and/ or damages, including but not limited to solicitors and clients fees, for or arising out of any breach by you of these Merchant Terms or any of our Terms of Service. The provisions contained in this clause shall survive the termination or expiry of these Merchant Terms.

7.3 You hereby agree to the following disclaimers:

(a) We shall not be responsible for any content posted by you on the Platform.

(b) We shall not be responsible or liable for your use of content on the Platform and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Platform, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer.

(c) We take reasonable precautions to ensure that our systems are secure. However, information transmitted via the Platform will pass over public telecommunications networks. We accept no liability if communications sent via the Platform are intercepted by third parties or incorrectly delivered or not delivered.

(d) The Platform may contain links to third party websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the Platform, or any use of personal data by such third party.

(e) We do not warrant or represent that the content of the Platform does not infringe the rights of any third party.

8. Exclusion of Liability

8.1 We give no warranty and make no representation as to the ability of users to meet their obligations or the accuracy of their information provided on the Platform and we shall not be held liable for any losses suffered by you as a Merchant as a result of any failure by them to meet their obligations. You acknowledge and agree that you are using the Platform entirely at your own risk.

9. Termination

9.1 We may terminate your membership of the Platform at any time if:-

(a) you breach any term and condition in the Terms of Service (including without limitation these Merchant Terms and any warranty, representation, covenant or undertaking contained herein);

(b) you have committed fraud, been involved in money laundering or any other criminal activity;

(c) you use the Platform in any of the following ways:-

i) in any way that causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in any way;

ii) for fraudulent purposes, or in connection with a criminal offence; or

iii) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory or obscene; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, commercial solicitation, mass mailings or any spam;

(d) it comes to our attention that you have provided information to us which we subsequently find to be materially incorrect, inaccurate or false;

(e) we have reasonable grounds to believe that any of the events stated above occurs or will occur; or

(f) if there has been no activity whatsoever performed on the Platform by the Merchant for a period of more than twelve (12) months.

9.2 Termination of your membership of the Platform will not necessarily result in the termination of any orders have been placed at that time or any other contracted responsibilities that you may still have ongoing on the Platform. For the avoidance of doubt, termination of your membership of the Platform means that while you will no longer be able to make any new sale on the Platform, you are entitled to remain on and use the Platform to the extent necessary (as determined by us) until such time that you have no outstanding orders in force or in place.

9.3 Notwithstanding anything contained herein, you may terminate this agreement and your account with us at any time by using the function available in your account settings PROVIDED THAT you have no outstanding orders currently in force and we will end your membership such that your agreement with us shall be terminated with effect from the date of your written notice.

9.5 All charges shall continue to apply to your account until such time as it is closed and our agreement with you is terminated.

9.6 On termination and subject to the completion of all outstanding orders, we will credit to your bank account with any outstanding funds collected on your behalf pursuant to Section 6 above or send a cheque to the address last provided by you. We may request for your latest bank account details at the end of the termination process and you acknowledge that we will not be able to complete the termination of your account without receiving the said account details.

10. Miscellaneous

10.1 We may, to the extent permitted by laws, perform any of our obligations, and exercise any of the rights granted to us under these Merchant Terms through a third party. We may assign any and all of our rights and obligations under these Merchant Terms to any third party.

10.2 If any term of these Merchant Terms is at any time held by a court of competent jurisdiction or found to be void, invalid, illegal or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any the validity or enforceability of the remainder of these Merchant Terms.

10.3 Unless otherwise specified, these Merchant Terms and the documents referred to herein constitute the entire agreement between us and you with respect to use of the Platform, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between us and you with respect to the Platform.

10.4 We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these terms and conditions without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.

Our failure or delay in exercising any right, power or remedy or enforcing strict performance of these Merchant Terms shall not constitute and/ or be construed as a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising hereunder or otherwise, nor modification of any provisions of these Merchant Terms.

10.5 These Merchant Terms may be amended by us from time to time without prior written notice. We are not obliged to give you advanced notice of such amendments but such amendments will be posted on the Platform. In such circumstances, by continuing to use the Platform, you agree to be bound by the amended terms.

10.6 Neither party shall be liable to the other in respect of any indirect, special, incidental, punitive, exemplary, remote or consequential damage or losses of any kind under these Merchant Terms howsoever arising and whether or not the defaulting party has been advised of the same (including but not limited to loss of profit, loss of business opportunity, whether actual or anticipated).

10.7 Any feedback you provide on the Platform and/ or to us is non-confidential.

10.8 You agree that any and all personal information you provide to us via the Platform may be collected, stored, processed and used in accordance with our current Privacy Policy.

10.9 All warranties, undertakings, disclaimers, indemnities and exclusions in these Merchant Terms shall survive termination or expiry of these Merchant Terms.

10.10 These Merchant Terms are governed by the laws of Malaysia. You hereby consent to the non-exclusive jurisdiction of the courts of law in Malaysia.

10.11 If any goods and services tax or any other similar tax is chargeable on any sum payable by the user to us, we shall be entitled to collect the said sum from the user before making any payment to you as the Merchant. You shall be solely responsible for your own tax declarations.

11. Contacting us and Complaints

11.1 Should you have any questions about these Merchant Terms, or wish to contact us for any reasons whatsoever, please contact us at [*].