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1.1. This Standard Terms and Conditions (“Standard Terms”) sets out the standard terms and conditions for the Services (hereinafter defined) and shall be binding upon Mrseasy Online Sdn Bhd (“Company”) and the party as set out in Part I of the MrsEasy.com Merchant Sign Up Form (“Specific Terms”) (“Merchant”) throughout the Term (hereinafter defined). This Standard Terms shall be read together with the Specific Term (both Standard Terms and Specific Terms shall collectively be referred to as “Agreement”).
“Services” means the provision and supplying of all goods or services via an online platform at https://www.mrseasy.com/ developed by the Company (“Site”) by the Merchant to the customers.
1.2. The definitions and terms referred to in this Standard Terms shall have the same meaning as those contained in the Specific Terms unless otherwise mentioned.
This Agreement shall be valid from the date on which the Specific Terms is duly accepted and approved by the Company (“Effective Date”) and until and unless terminated by either Party in accordance with the terms and conditions of this Standard Terms (“Term”).
3.1. The Merchant shall provide the Services with reasonable care, skill and diligence. All goods and services supplied under this Agreement shall be original, new, and authentic unless expressly agreed to in writing by the Company
3.2. The Company shall, use its reasonable efforts in delivering the goods from the address specified in the order or as such location to the notified by the Company from time to time (“Delivery Point”) and payment collection in connection to the Services.
3.3. The Merchant shall, at its own expense, pack, load, and/or deliver the goods or service deliverables to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions in the order or otherwise provided to the Merchant by the Company in writing. No other charges imposed by the Merchant will be allowed save for those agreed in the applicable purchase order or otherwise expressly agreed to in writing by the Company.
3.4. Time is of the essence for all time, dates and periods specified in this Agreement or substituted for them. The Merchant shallperform the servicesor supply the goodswithin any timelines or deadlines set out in this Agreement or as otherwise agreed in writing between the Parties.
3.5. The Merchant shall not deliver any goods or service deliverables without obtaining a written acknowledgement of receipt from The Company
3.6. The Company shall have the right to reject the goods or service deliverables if they are damaged, deficient, defective, inferior to approved samples or otherwise failing to conform to the requirements in this Agreement. The Company is deemed to have accepted the service deliverables and goods that are not rejected.
3.7. Where the goods or service deliverables are rejected as being damaged, deficient, defective, inferior to approved samples or otherwise failing to conform to the requirements in this Agreement, the Merchant shall, at its own costs and without prejudice to the timelines or deadlines to be met under this Agreement, remove, repair, replace, re-perform and/or take such corrective action as may be required to enable the goods or service deliverables to conform to the requirements in this Agreement, to the Company’s satisfaction.
3.8. The Company shall have the right to cancel individual or outstanding partial deliveries without any obligations whatsoever if the Merchant breaches a provision of the Agreement.
4.1. The Merchant shall corporate and assist, along with the Company, in resolving any dispute, complaints, claims, suits and/or cases (collectively “Complaints”) by a customer in relation to the Services by the Merchant. For the avoidance of doubt, all Complaints shall be first received by the Company and thereafter to be escalated to the Merchant for an amicable settlement.
5.1. The Company may, as the request of the Merchant, to launch and conduct marketing promotions and campaigns (collectively “Promotion”) in relation to the Services.
5.2. The terms of the Promotion shall be duly agreed by the Parties in due course, as the case may be
5.3. Unless otherwise agreed, all fees and costs in connection to the Promotion shall be solely born by the Merchant.
6.1. The Company shall pay to the Merchant on every Wednesday in a calendar year or at such revised period as shall be notified by the Company based on the sales of the goods and services to customers as specified in a sales report in such form generated by the Company and provided to the Merchant on every Monday in a calendar year or at such revised period as shall be notified by the Company. Save as otherwise agreed, all payments in relation to this Agreement shall be made in Ringgit Malaysia (MYR) (“Currency”).
6.2. Notwithstanding anything to the contrary, the Party shall be entitled to deduct from and set off against any amount
due to the Company the following:
(a) Any incentives/rebates which may be agreed by the Parties;
(b) Any other mutually agreed amount as provided under this Agreement;
(c) any amount(s) which the Party is liable to pay to the other Party under this Agreement including any penalties,
cost and expenses; and/or
(d) any sums due and payable by the Party to satisfy any obligations or liabilities to the other Party pursuant to
any other agreement between the Parties.
(collectively “Total Deductible Amount”)
6.3. Any taxes which may be applicable or payable on any sums under this Agreement shall be borne by the Party lawfully responsible for such taxes under relevant laws. The Parties agree that no taxes shall be due or payable until and unless, if requested, the invoicing Party has provided to the other Party such information as may be necessary to establish the liability and rate for the taxes and the Parties have complied with all requirements under applicable laws.
6.4. As soon as practicable after the payment of fee, the Party shall furnish to the other Party the original or a copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the other Party.
6.5. Unless otherwise agreed to in writing by the Company, payment shall be made by electronic bank transfer. The Merchant shall provide the Company with all bank account information reasonably required by the Company to make such payment. The Merchant shall have no recourse against the Company in respect of any delay in payment attributable to the Merchant’s refusal or delay in the provision of its bank account information to the Company. Each Party shall bear its own respective bank charges.
7.1. The Company undertake the following:-
(a) To provide general support in relation to the use of, and the identification and resolution of errors in services
of the Site in accordance with the standards of skill and care reasonably to the Merchant; and
(b) To provide the general maintenance of the Site, and the application of updates and upgrades in accordance
with the standards of skill and care reasonably to the Merchant.
7.2. The Provider shall use reasonable endeavours to maintain the availability of the Site to the Merchant but does not guarantee 100% availability.
8.1. The Merchant shall perform the services and complete the supply of all goods in accordance with the terms of this Agreement
8.2. Product Warranties.
The Merchant warrants to the Company that all goods supplied are: (a) of merchantable quality; (b) fit for the
purposes intended; (c) accurate and correct as per description (including the Specific Term) to the Company; (d)
free from defects in design, material and workmanship; (e) in strict compliance with the specifications; (f) free from
any liens or encumbrances on title whatsoever; (g) in conformance with any samples provided to the Company
(if any); and (h) compliant with all applicable international, federal, state and local laws, rules, regulations,
standards, and codes including but not limited to those pertaining to safety, health and environmental
requirements.
8.3. Service Warranties.
The Merchant shall perform all services: (a) exercising that degree of professionalism, skill, diligence, care,
prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service
provided providing services under the same or similar circumstances as the services under this Agreement; (b) in
accordance with all specifications and all The Company policies, guidelines, by-laws and codes of conduct
applicable to the Merchant; and (c) using only personnel with the skills, training, expertise, and qualifications
necessary to carry out the services. The Company may object to any of the Merchant’s personnel engaged in the
performance of services who, in the reasonable opinion of The Company, are lacking in appropriate skills or
qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the
Merchant shall promptly remove such personnel from the performance of any services upon receipt of such
notice, and shall not re-employ the removed person in connection with the services without the prior written
consent of The Company. Merchant shall ensure that any replacement personnel have appropriate skills and
experience to complete those services.
8.4. Intellectual Property Warranty.
The Merchant warrants to The Company that all goods and/or services (including service deliverables) supplied
do not violate of or infringe any intellectual property rights of any person.
8.5. The Merchant shall, at its own costs, obtain and maintain all licences, permits, authorizations or certifications required without any restrictions or qualifications whatsoever to enable the Merchant to fulfil all its obligations under thisAgreement. The Merchant shall ensure that it adheres to all government regulations throughout the duration of this Agreement.
8.6. The Merchant shall do all things which are necessary or reasonably to be inferred from this Agreement even if not expressly provided for.
9.1. The Merchant agrees to indemnify and hold the Company and its affiliates, harmless from and against any and all liabilities, damages or losses, awards of damages or compensation, fees (including solicitors’ fees on a solicitor and client basis), disbursements, costs, expenses, fines, penalties and all other liabilities whatsoever arising in respect of any breach or non-performance by the Merchant of its undertakings, warranties or obligations under this Agreement and out of any complaint, suit, claim, demand, action or proceedings of any kind whatsoever in connection with the product, service or the offers, campaigns and privileges under this Agreement.
9.2. The provision of the section shall survive the termination of the Agreement.
10.1. Except with the written consent of the Company or where such information is publicly available, the Merchant shall not disclose this Agreement or any of its provisions, or any purchases made under this Agreement or any information issued or furnished by or on behalf of the Company in connection with this Agreement to any person.
10.2. In addition, the Merchant shall not make use of any information obtained directly or indirectly from the Company or compiled or generated by the Merchant in the course of this Agreement which pertains to or is derived from such information, other than use for the purposes of this Agreement, without the prior written consent of the Company.
10.3. The Merchant shall not publish or release, nor shall it allow or suffer the publication or release of, any news item, article, publication, advertisement, prepared speech or any other information or material pertaining to any part of the obligations to be performed under the Agreement in any media without the prior written consent of the Company. For the avoidance of doubt, this restriction includes any citation that the Company is or was a customer of the Merchant.
11.1. Where the Merchant has access to or receives personal data from the Company, the Merchant represents and warrants to The Company that it shall at all times comply with the requirements of the Personal Data Protection Act 2010 (“PDPA”) in respect of the Merchant’s collection (if applicable), use, processing, disclosure (if applicable), protection, retention and other handling of such Personal Data, and the Merchant undertakes to continue to comply with the aforesaid requirements of the PDPA in respect of such Personal Data.
12.1. Where applicable, all intellectual property rights in any materials or documents created or commissioned by the Merchant for the Company pursuant to and/or for the purposeof delivering the goods and/or performing the services under this Agreement (“Materials”) shall belong to the Company.
12.2. The Merchant shall do all things necessary to carry out the necessary transfer, assignment or other assurance for the intellectual property rights in all the Materials to vest in the Company when requested by the Company to do so. The Merchant further warrants that it shall have the authority to carry out the necessary transfer, assignment or other assurance as aforesaid.
12.3. Unless otherwise agreed in writing between the parties:
(a) where the production of any of the Materials includes any pre-existing intellectual property rights owned by the Merchant, the Merchant hereby grants to the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use the Merchant’s intellectual property for the Company’s own purposes and/or in connection with The Company’s business; and
(b) where third party content comprising pre-existing intellectual property rights are included in the production of any of the Materials, the Merchant shall negotiate a grant of the required usage rights at either no additional charge or pre-agreed cost to The Company.
13.1. In the event that this Agreement cannot be performed, or its obligations fulfilled due to a Force Majeure Event then such nonperformance or failure to fulfil its obligations shall be deemed not to be a breach of this Agreement.
13.2 If the performance of a Party is delayed by Force Majeure Event, the other Party shall grant the affected Party an extension of time for a period corresponding to the duration of the Force Majeure Event for the completion of its obligations PROVIDED ALWAYS that the affected Party, within seven (7) days’ notice of becoming aware that a delay has been or will be caused by Force Majeure Event, gives written notice to the other Party of the delay and the reasons or circumstances causing or likely to cause the delay and the actual or estimated extent of the delay caused or likely to be caused thereby. Notwithstanding the foregoing, a Party may refuse to grant an extension of time if that Party is of the reasonable opinion that the delay by the affected Party is not caused by Force Majeure Event, in which case the performance of the Parties’ obligations under this Agreement shall continue.
“Force Majeure Event” means an act, omission or circumstance over which that Party could not reasonably have exercised control, including, but not limited to act of God, acts or omissions of government, strikes, lockouts, riots, acts of war, war (declared or undeclared), acts or threatened of terrorism, satellite failure or loss, transponder failure or loss, epidemics, earthquakes or other natural disasters, or governmental regulations imposed after the Effective Date. An event or act shall not be excused or delayed by force majeure if it could be reasonably be circumvented through the use of alternative sources, work around plans or other means within the control of such Party.
14.1. The Parties may in any event terminate this Agreement for convenience and without assigning any reason whatsoever by giving thirty (30) calendar days’ written notice to the other Party.
14.2. Either Party may forthwith terminate this Agreement if: -
(a) the other Party shall breach any material term or condition of this Agreement and fail to rectify and remedy
such breach within fourteen (14) days from the date of its receipt of a written notice requiring it so to do;
(b) change of law, by-laws, regulations, guidelines, rules, policy, instructions, notices and/or directions imposed/issued by the appropriate authority resulting in either Party unable to continue with their obligations herein;
(c) if the Force Majeure Event is prolonged and the Party deems it necessary in its sole discretion and opinion to terminate the Agreement;
(d) the other Party shall commit an act of bankruptcy or suffer the presentation of a petition for liquidation or winding-up as the case may be;
(e) the other Party shall make any arrangement for the benefit of or enter into any arrangement or composition agreement with its creditors; or
(f) the other Party shall permit or suffer any execution proceedings levied on any of its properties, premises, goods, fixtures, fittings, equipment, chattels and effects.
15.1. This Agreement shall be governed by and construed in accordance with the law of Malaysia. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the court of Malaysia.
15.2. All notices or other communications required or permitted to be given or made in connection with this Agreement shall be in writing in English and delivered electronically, personally or sent by registered post or courier to each party at the address set out in this Agreement or such other address as a party may substitute from time to time by giving notice to the other Party in writing.
15.3. The Parties are independent contractors and do not have any power (nor will it represent itself as having any power) to in any way enter into commitments or contracts, assume obligations, give any warranties, make any representation or incur the liability of any kind in the name of the other Party or on behalf of the other Party or to otherwise bind or obligate the other or to assume or create any expressed or implied obligation or responsibility on behalf of the other or in the other's name. Nothing in this Agreement shall be construed to create a relationship of partners, joint ventures, fiduciaries, master-servant, agency or other similar relationship between the Parties.
15.4. This Agreement sets forth the entire Agreement and understanding between the Parties with respect to the subject matter of this Agreement and merges, supersedes and cancels all prior discussions, representations, inducements, promises, undertakings, understandings, Agreements or otherwise, whether oral, in writing or otherwise, between the Parties with respect to such subject matter. Without limiting the generality of the foregoing, no oral explanation or oral information provided by the Parties hereto, or any of them, shall alter the meaning or interpretation of this Agreement. This Agreement may be altered, modified, amended or waived only by a written document and duly signed by its authorised signatory(ies).
15.5. Neither party may assign, transfer, subcontract or any portion thereof, to any third party unless the other party expressly consents to such assignment in writing.
15.6. Each of the Parties agrees that notwithstanding anything otherwise contained in this Agreement, in the event that any clause, term or provision of this Agreement or any portion hereof is determined by any court, arbitrator or other tribunals of competent jurisdiction to be invalid, unenforceable, in conflict with any applicable law or regulations or otherwise illegal, this Agreement shall continue in full force and effect as if the offending clause, terms and provisions hereof or portion thereof are no longer incorporated herein.
15.7. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument. This Agreement may be signed using electronic signatures.
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