SELLER TERMS OF USE

    Last updated 28th December 2023

    1.INTRODUCTION

  1. 1.1.These Terms of Use ("Terms") govern the use of the TRADEE Sites operated by TRADEE Technology Sdn Bhd and its related companies ("TRADEE", "we", "us" or "our") to promote and sell goods ("Product") by traders ("Seller" or "you") to users of the TRADEE Sites ("Buyer").

    2. 2.ACCEPTING THESE TERMS

  2. 2.1.By accessing or using TRADEE Sites, you confirm that you shall form a binding contract with us, that you accept these Terms and you agree to comply with them.
  3. 2.2.If you are accessing or TRADEE Sites on behalf of a business or entity, then (a) "you" or "your" includes you and that business or entity, (b) you represent, warrant and undertake that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of TRADEE Sites as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.
  4. 2.3.If you do not agree to these Terms, you must not access or use TRADEE Sites.

    5. 3.CHANGES TO THESE TERMS

  5. 3.1.We may amend these Terms from time to time. We will use commercially reasonable efforts to generally notify you of any material changes to these Terms, such as through a written notice to you via the Seller Updates. However, it is your sole responsibility to review these Terms regularly to check for such changes. We will also update the "Last Updated" date at the top of these Terms, which reflect the effective date of such Terms.
  6. 3.2.Any changes will not have retrospective effect. If you do not agree to the change(s) notified to you, you are entitled to terminate your contractual relationship with us at any time.
  7. 3.3.Your continued use of TRADEE Sites after the effective date of any change to these Terms will constitute your acceptance of that change.
  8. 3.4.If you do not agree to the new Terms, you must stop accessing or using TRADEE Sites.

    9. 4.HOW TO USE TRADEE SITES

  9. 4.1.How to register as a Seller on TRADEE Sites
    Before registering as a Seller on TRADEE Sites, you will need to have a TRADEE Sites account ("Account"). you will be asked to provide certain information ("Onboarding Information") to us during the registration process. We will use your Onboarding Information to assess whether or not you will be authorized to use TRADEE Sites. If you are, you will be able to access Seller functionality via TRADEE Sites. It is a material breach of these Terms if you do not provide, and maintain at all times, complete and accurate Onboarding Information.
  10. 4.2.How to list Products
    Once you have successfully registered as a Seller on TRADEE Sites, you will be able to upload the details of your Product(s) and list them for display to Buyer. It is a material breach of these Terms if you do not provide complete and accurate details of your Product to Buyer prior to and after a sale. Your Product listing must make available all legally required terms and conditions (under applicable law) to a Buyer prior to the conclusion of any sale. It is a material breach of these Terms if you do not provide a Buyer such terms and conditions prior to the conclusion of any sale.
  11. 4.3.How to Process a Sale
    Once a sale occurs, an order ("Order") will be generated in your Account. You are responsible for processing and shipment of that Order. It is a material breach of these Terms if you do not arrange for the shipment of a Product to the Buyer after a sale or if the Product that you do send to the Buyer does not conform in all material respects with the description of the Product provided to the Buyer pre-sale.
  12. 4.4.Communication with Buyers
    We offer you features to communicate with the Buyer to facilitate the performance of certain Order and respond to enquiries from Buyer. You can also review and reply to comments from Buyer towards any specific Order.
  13. 4.5.Returns, Replacements and Cancellations
    You are responsible for complying with TRADEE Sites’ Cancellation, Return and Refund Policy set out in General Terms of Use that a Buyer may have or under applicable law. It is a material breach of these Terms if you do not provide a Buyer with a refund or a right to cancel a sale or replace a Product where the Buyer has a legal right to do so under applicable law and/or under TRADEE Sites’ Cancellation, Return and Refund Policy.

    14. 5.DATA PROTECTION

  14. 5.1.In these Terms, "Applicable Data Privacy Laws" means all laws and regulations relating to data privacy and personal data Malaysia including but not limited to the Malaysia Personal Data Protection Act 2010 and "Buyer Personal Data" means Personal Data which the Buyer discloses to the Seller, or which the Seller processes on behalf of the Buyer, including but not limited to the names, delivery addresses and contact details (e.g., mobile numbers) of the Buyer;
  15. 5.2.The Seller agrees and acknowledges that TRADEE is the data controller, and that the Seller is the data processor of the Buyer Personal Data. The Seller shall:
    • 5.2.1.Comply with all its obligations under Applicable Data Privacy Laws at its own cost.
    • 5.2.2.Only process, use or disclose Buyer Personal Data strictly for the purposes of fulfilling its obligations under this Agreement and TRADEE’s Privacy Policy (which may be updated from time to time) and strictly not for any sales, marketing or any other purposes beyond the scope of this Agreement.
    • 5.2.3.Ensure that any Buyer Personal Data it receives will be kept in the country of receipt and shall not be transferred to any other country without the TRADEE’s prior written consent, and if the TRADEE provides such consent, (i) such Buyer Personal Data will be protected at a standard that is comparable to the Applicable Data Privacy Laws of that country, and (ii) the Seller shall procure a written and legally binding undertaking from such third party ensuring the same obligations in this clause is complied with.
    • 5.2.4.protect Buyer Personal Data in the Seller’s control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information & communications technology measures) to prevent unauthorized or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Buyer Personal Data, or other similar risks.
    • 5.2.5.only permit its authorized employees to access Buyer Personal Data on a need-to-know basis.
    • 5.2.6.take steps to correct any errors in the Buyer Personal Data, as soo n as practicable upon the TRADEE’s written request.
    • 5.2.7.not retain Buyer Personal Data (or any documents or records containing Buyer Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement.
    • 5.2.8.upon the request of the TRADEE: (a) return to the TRADEE, all Buyer Personal Data; or (b) delete all Buyer Personal Data in its possession, and after returning or deleting all Buyer Personal Data, provide the TRADEE with written confirmation by a director of the Seller that it no longer possesses any Buyer Personal Data. Where applicable, the Seller shall also instruct all third parties to whom it has disclosed Buyer Personal Data for the purposes of this Agreement to return to the Seller or delete such Buyer Personal Data.
    • 5.2.9.immediately notify the TRADEE when the Seller becomes aware of a breach of any of its obligations in this Clause.

    6.INTELLECTUAL PROPERTY

  16. 6.1.In these Terms, "Intellectual Property Rights" means the legal rights or interests evidenced by or embodied in:
    • 6.1.1.any idea, design, concept, method, technique, invention, discovery, improvement and enhancement regardless of patentability, but including patents, patent applications, trade secrets and know-how;
    • 6.1.2.any work of authorship, regardless of copyright ability, but including copyrights and any moral rights recognized by law; and
    • 6.1.3.any trade mark, trade name, trade dress or domain name or reference mark or identification, whether registered or unregistered, together with any and all worldwide vested and/or inchoate rights in and to any or all of the foregoing under any issued, pending and/or later filed applications for patent or trade mark registration, utility models and/or any form of protection of various forms of intellectual and/or industrial property recognized anywhere in the world including any and all rights of domestic and/or foreign priority, the right to sue and recover damages for infringements including without limitation, any past infringements;
    • 6.1.4."Product Graphic Materials" means any and all images, photographs, artworks, graphics, drawings, audio, video, product designs, descriptions, data, information, text, drawings, artwork, or other materials related to the Product or other materials relating to the feature of the Product on TRADEE Sites;
  17. 6.2.The Seller undertakes and represents to the TRADEE that it has all rights and ownership, or is a licensed user of, all Intellectual Property Rights in relation to the Product, the supply of the Product and Product Graphic Materials. The Seller undertakes and warrants that it is able to grant and hereby grants the TRADEE an irrevocable, non-exclusive and royalty free license to use all such Intellectual Property Rights for the purposes of marketing and featuring the Product on TRADEE Sites including advertising, promoting sales, distributing and selling the Product on-line. The TRADEE acknowledges that it will not acquire any rights in respect of the Intellectual Property Rights in relation to the Product and that all those rights and goodwill are, and will remain, vested in the Seller or the owner of the Intellectual Property Rights (as the case may be).
  18. 6.3.The TRADEE shall have the right to use search or bid for search terms related to the Product, to place advertisements, bid or pay for any such search terms or AdWords with the relevant Internet search engines or otherwise use such terms in connection with any Internet search optimization techniques related to the Product.
  19. 6.4.The TRADEE shall have the right to use any Intellectual Property Rights related to the Product in the TRADEE’s paid search advertising program and/or affiliate marketing or promotion program or on such affiliate marketing or promoter’s websites.
  20. 6.5.The Seller shall not be entitled to use any Intellectual Property Rights belonging to the TRADEE without the TRADEE’s prior approval in writing.
  21. 6.6.The Seller agrees to allow the TRADEE to use and edit all the uploaded images for marketing, advertisement and promotion purposes.
  22. 6.7.The Seller shall provide the TRADEE with all documentary evidence of its rights to distribute the Product and grant the license hereunder including but not limited to trademark licence agreements, distributor agreements and trademark registration certificates ("Documentation") upon the execution of this Agreement and thereafter, upon the TRADEE’s reasonable request from time to time. The Seller warrants that all Documentation are: (a) true copies of their originals and (b) accurate.

    23. 7.TRADEE ADVERTISING POLICY

  23. 7.1.At TRADEE, we strive to maintain a positive and respectful environment for all Users. By advertising on our platform, Seller shall adhere to the Terms and all relevant laws, regulations, and codes in their advertisements, including local regulations where their ads are displayed. TRADEE reserves the right to suspend or terminate accounts for violations of these terms.
  24. 7.2.Content Specifications:
    • 7.2.1.Advertisements must:
      • 7.2.1.1.Be suitable for access by the general public.
      • 7.2.1.2.Be clear and honest toward User.
      • 7.2.1.3.Only promote products that Seller owns or is authorized to resell or distribute.
      • 7.2.1.4.Not violate any applicable laws and regulations.
      • 7.2.1.5.Comply with guidelines on inappropriate and sensitive online content.
  25. 7.3.Promotional messaging must comply with the following requirements:
    • 7.3.1.Ad campaign start and end dates must reflect the offer or saving period, ensuring ads do not run on dates when the offer or saving does not apply.
    • 7.3.2.Campaigns must end on the last day of the promotion or a reasonable time after specific events.
    • 7.3.3.If the campaign is extended, outdated promotional messaging must be removed from the ad copy.
  26. 7.4.Seller should select relevant, high-quality keywords matching user searches. While TRADEE cannot guarantee capturing all keyword variations, efforts will be made. Keywords and listing must align with user searches to prevent confusion about the origin of Product. Better ad positions shall be resulted from the higher quality ads and relevance to user searches.
  27. 7.5.Representations and Warranties:
    • 7.5.1.Seller is solely responsible for their ad content, campaign details, and targeting decisions, including choice of keywords and territorial scope.
    • 7.5.2.Seller indemnifies us for any losses or damages incurred due to their ad content, campaign details, or targeting decisions.
    • 7.5.3.Seller warrants that their ads and related content do not infringe any third-party rights, including trademark rights.
    • 7.5.4.TRADEE reserves the right to remove non-compliant material and may review submitted or amended content.
  28. 7.6.If any content on TRADEE Sites violates your intellectual property rights, please reach out to [[email protected]] to contact us, providing relevant details for prompt assistance.

    29. 8.RELATIONSHIP BETWEEN TRADEE AND YOU

  29. 8.1.We shall facilitate the purchase of your Product by Buyer through TRADEE Sites. We shall forward each Order made by Buyer to you. Each Order made by the Buyer for the Product shall be, or shall be deemed to be, a transaction entered into directly between the Buyer and you, and our role in the transaction between Buyer and you shall be that of an online platform provider and ancillary service provider only.

    30. 9.TRADEE TRUSTED INTIATIVE

  30. 9.1.TRADEE offers the 'TRADEE Trusted Initiative,' an exclusive program honouring Seller who have consistently demonstrated outstanding performance on TRADEE Sites. Seller who has diligently followed our Terms and fulfilled specific prerequisites are eligible to earn a Trusted Seller badge/status, enhancing their experience and rewards on TRADEE Sites.
  31. 9.2.Seller who wishes to participate in the TRADEE Trusted Seller Program must meet the following requirements:
    • 9.2.1.Provide a valid SSM Certificate to TRADEE.
    • 9.2.2.Submit three (3) months of recent bank statements to TRADEE.
    • 9.2.3.Demonstrate excellent compliance with Terms, upholding the highest standards of integrity.
  32. 9.3.Verification Process:
    • 9.3.1.Seller shall submit a verification request to TRADEE for assessment. TRADEE will conduct an examination based on the provided documents and compliance history. Seller may either be accepted or rejected based on TRADEE's evaluation.
  33. 9.4.Trusted Seller will receive the following benefits upon acceptance:
    • 9.4.1.Boosted exposure for their listings on the TRADEE platform.
    • 9.4.2.A Trusted Seller badge visible to Users, signifying their status as a verified and Trusted Seller.
  34. 9.5.Trusted Seller status is granted subject to continued compliance with TRADEE's Terms. If a Trusted Seller is in material breach of these Terms or fails to maintain eligibility criteria, TRADEE reserves the right to revoke the Trusted Seller status.
  35. 9.6.In the event of Trusted Seller status removal, Seller has the opportunity to file an appeal with TRADEE. The appeal undergoes a thorough review, and if the Seller demonstrates renewed commitment to compliance, the Trusted Seller status may be reinstated.
  36. 9.7.TRADEE retains the right to modify the eligibility criteria, verification process, benefits, and terms of the Trusted Seller program at any time, without prior notice, to ensure program efficacy and fairness.
  37. 9.8.TRADEE's decision regarding acceptance, rejection, maintenance, or removal of a Seller's Trusted Seller status is final and is made at TRADEE's sole discretion, ensuring the integrity and credibility of the TRADEE verified initiative.

    38. 10.FEES

  38. 10.1.TRADEE Sites service fee ("Fees") that we charge for your use of TRADEE Sites, and for making TRADEE Sites available to you, will comprise of a Commission Fee and Transaction Fee. The Fees will be based on a certain percentage per Order based on the amount paid by the Buyer for the Order. 10.2.We may change the Fees from time to time at our sole discretion by notifying seller through Seller Updates by way of notification bar or email to you. The Transaction Fees and Commission Fees will be indicated in the Seller Updates. 
  39. 10.2.We may change the Fees from time to time at our sole discretion by notifying seller through Seller Updates by way of notification bar or email to you. The Transaction Fees and Commission Fees will be indicated in the Seller Updates. 
  40. 10.3.Fees are inclusive of applicable taxes, including but not limited to Sales & Service Taxes or its equivalent ("Taxes").
    • 10.3.1.If you use any special functions or features on TRADEE Sites, or participate in any additional programmes, additional fees may become chargeable.

    11.PAYMENT

  41. 11.1.Payment made to Seller shall be, through TRADEE’s appointed payment gateway, held in TRADEE TRUST Account and only be released to Seller when:
    • 11.1.1.Within the Buyer Confirmation Period, Buyer sends confirmation to TRADEE that Buyer has received his/her goods. Subject to 11.2, unless 11.1.3 applies, TRADEE will release Buyer’s Purchase Monies (less the Seller’s proportion of the shipping fee (if applicable), the transaction fee, TRADEE commission fee and tax amount (if applicable)) in TRADEE TRUST Account to Seller;
    • 11.1.2.TRADEE TRUST Period (or any approved extension) expires, in which case, unless 11.1.3 applies, TRADEE will release Buyer’s Purchase Monies (less the Seller’s proportion of the shipping fee (if applicable), the transaction fee, TRADEE commission fee and tax amount (if applicable)) in TRADEE TRUST Account to Seller; and
    • 11.1.3.Such other time as TRADEE reasonably determines that a distribution of Buyer’s Purchase Monies (less the Seller’s proportion of the shipping fee (if applicable), the transaction fee, TRADEE commission fee and tax amount (if applicable)) is appropriate.
  42. 11.2.TRADEE shall reserve the right to withhold the Payment in TRADEE TRUST Account if the Buyer has initiated a return and refund request within the Buyer Confirmation Period.
    • 11.2.1.TRADEE shall only release the said payment when TRADEE determines that Buyer’s application for a return of goods and/or refund is unsuccessful, unless 11.1.3 applies.
  43. 11.3.Payment made to the Seller shall be subject to any off set against:
    • 11.3.1.all applicable Fees, commissions and/or charges;
    • 11.3.2.any other sums or fees owed by the Seller to us;
    • 11.3.3.any claims of third parties against us arising from the Seller’s sale of Product via TRADEE Sites; and
    • 11.3.4.such amount(s) legally required to be withheld or deducted pursuant to the transaction between the Seller and the Buyer and remit the same to the relevant authority.
  44. 11.4.Where the sums owed by the Seller to us exceeds the sums owed by us to the Seller, the Seller shall make payment of all additional invoices issued by us by means of telegraphic transfer or cheque within seven (7) Business Days from the date of the respective invoice.
  45. 11.5.TRADEE reserves the authority to restrict, suspend, or freeze your Seller Account for any reason, which includes situations where you do not settle outstanding amounts owed to us by the specified due date.
  46. 11.6.In the event of any transaction processing error, you grant us the authorization to initiate debit or credit entries to your specified bank account for error correction. This correction will be carried out in compliance with relevant laws and regulations. Should there be any difficulty in debiting your designated bank account, you authorize us to reattempt the debit, along with any associated fees, either to an alternative bank account or payment instrument on record or by deducting the debit and applicable fees in future transactions.
  47. 11.7.If, under any circumstances, the Seller's bank account, alternative bank account and/or payment instrument cannot be credited and/or the Seller cannot be reached, TRADEE will make reasonable efforts to contact the Seller using the provided contact details. Should the Seller remain unreachable for a period exceeding twelve (12) months after the Buyer's Purchase Monies are due to the Seller and such funds remain unclaimed, TRADEE reserves the right to manage or process such funds in accordance with applicable laws. This may include depositing the unclaimed funds with the Registrar, following the requirements outlined in the Malaysia Unclaimed Moneys Act. In such a situation, the recovery of unclaimed funds can be pursued directly from the Registrar, subject to any fees or charges imposed, with no further recourse to TRADEE."

    48. 12.ACCEPTABLE USES

  48. 12.1.You may only use TRADEE Sites for the purposes of offering the Product that you have the title and right to sell to Buyer. You shall not use TRADEE Sites for any of the following purposes or do any of the following acts:
      49. Compliance with applicable law and third party rights and Buyer experience
    • 12.1.1.any act or omission which breaches any applicable law;
    • 12.1.2.any act which infringes the rights of any third party under applicable law;
    • 12.1.3.any act which is abusive, harassing, threatening, defamatory and/or intimidating;
    • 12.1.4.influencing the reputation of other Seller (for example by submitting, arranging and/or encouraging false reviews or complaints);
    • 12.1.5.offering to sell or in fact sell to any person unable to legally form a binding contract under applicable law;
    • 12.1.6.disguising the fact that you are a trader acting for commercial purposes;
    • 12.1.7.disguising or not providing upon request by us or a Buyer your identity, location and/or full contact details;
    • 12.1.8.describing a Product as free or without charge (or similar) if the Buyer has to pay anything other than for the cost of delivering the Product to them, which cost must be disclosed in advance;
    • 12.1.9.sending spam or unsolicited marketing;
    • 12.1.10.posting false, inaccurate, misleading, deceptive, defamatory, or libelous content;
    • 12.1.11.claiming to be a signatory to any code of conduct or regulatory regime when you are not or claiming that a code of conduct has any endorsement from a public or other body when it does not;
    • 12.1.12.displaying a trust mark, quality mark or equivalent without having obtained the necessary authorization;
    • 12.1.13.removing or disguising any trade mark or indication of origin;
    • 12.1.14.claiming that you or your Product has received an endorsement when you/it has not;
    • 12.1.15.falsely stating that a Product will only be available for a very limited time, or that it will only be available on particular terms for a very limited time, in order to elicit an immediate decision and deprive Buyer of sufficient opportunity or time to make an informed choice;
    • 12.1.16.not providing after sale services to a Buyer in a language in which you committed to communicate pre-Sale; 12.1.17.stating or otherwise creating the impression that a Product complies with applicable law when it does not;
    • 12.1.18.presenting legal rights available to the Buyer under applicable law, such as refund rights, as a distinctive feature of your offer;
    • 12.1.19.offering to sell any Product where you are not able to fulfil the Order; 
    • 12.1.20.intentionally delivering empty or incomplete parcels to Buyers (fulfilment fraud);
    • 12.1.21.allowing or encouraging any third party to promote or endorse you or your Product without clearly disclosing that there is a commercial or other relationship between you and such third party;
    • 12.1.22.collecting, using and/or phishing Buyer information without their informed consent or another lawful basis under applicable law;
    • 12.1.23.listing a Product at a deliberately high non-viable price; 
    • 12.1.24.any content or activity of inducing traffic to deceive Buyer and induce or threaten them to order, favor (like/thumbs-up), or comment;
    • 12.1.25.delivering any inappropriate message to Buyer;
    • 12.1.26.purchasing Product sold on TRADEE Sites for the purpose of commercial re-sale;
    • 12.1.27.abusing coupons, vouchers or other promotional discounts (including, but not limited to, selling of such coupons, vouchers or other promotional discounts to third parties and/or use of vouchers on site inconsistent with normal use).
      • Systems security and integrity
    • 12.1.28.trading of (or otherwise dealing with third party, with the intention to cancel the true beneficiary of your Account or in otherwise dishonest manners, in relation to) your Account;
    • 12.1.29.selling or transferring (or putting up for sale or facilitating the transfer of) your Account to any third party;
    • 12.1.30.opening or using more accounts than reasonable (or permitted);
    • 12.1.31.distributing viruses or any other technology that are intended or may reasonably be expected to harm the interests of the TRADEE or Buyer;
    • 12.1.32.using any bot, spider, scraper, data mining or extraction tools, or any other automated means of access to TRADEE Sites unless you have our express written permission to do so;
    • 12.1.33.undertaking any act which is intended or may reasonably be expected to interfere with the normal running of TRADEE Sites; 
    • 12.1.34.circumventing any technical protection or security measure we apply to TRADEE Sites or any other of our systems; 
    • 12.1.35.providing a review or procuring others to provide reviews on competitor Product where the review functionality is made available; or
    • 12.1.36.any attempt to direct Buyer to non-authorized landing pages (including without limitation invalid landing pages, landing pages asking Buyer to input personal information to proceed, and which cannot be skipped and landing pages automatically downloading files to a Buyer’s devices).

    13.REPRESENTATIONS AND WARRANTIES

  49. 13.1.By accepting these Terms, you represent, warrant, and undertake to us, that:
    • 13.1.1.you will at all times act in accordance with these Terms and applicable laws;
    • 13.1.2.all information provided by you to us shall be accurate, complete and current; 
    • 13.1.3.you will keep your Account access details confidential and acknowledge that you are responsible for access to your Account which you authorise or which results from you not keeping your Account access details confidential and secure;
    • 13.1.4.any Product you Offer will be fit for purpose, correspond to the description you provide to Buyer and be free from defects; 

    14.WHAT HAPPENS IF YOU BREACH THESE TERMS

  50. 14.1.If we know or reasonably suspect that you are in material breach of these Terms, we may take corrective measure(s), including without limitation:
    • 14.1.1.sending a formal warning message;
    • 14.1.2.delisting a Product;
    • 14.1.3.temporary or permanent suspension of your seller benefits or your access to TRADEE Sites;
    • 14.1.4.deleting your Account and permanently prohibiting your access to TRADEE Sites;
    • 14.1.5.commencing legal action against you;
    • 14.1.6.reporting you to the relevant regulatory authorities for criminal prosecution.
  51. 14.2.In addition to our rights listed above, if we suspect you have:
    • 14.2.1.intentionally delivered empty or incomplete parcels to Buyer;
    • 14.2.2.breached these Terms, as a result of such breach, we, a Buyer or a third party has suffered loss or damage,
  52. then monies due to you may be withheld from you, and if we determine (acting reasonably) that your breach of these Terms has caused us, Buyer(s) or another third party any loss or damage, you may be required to compensate, out of monies due to you, us and/or affected Buyer(s) or other relevant third parties.

    53. 15.CONFIDENTIALITY

  53. 15.1.During the course of your use of TRADEE Sites, you may receive or obtain access to information relating to us, our business, and products ("Confidential Information"). These Terms shall be treated as our Confidential Information.
  54. 15.2.You agree that for the Term and 2 years after the Term you will not use the Confidential Information for any purpose other than as is necessary for you to perform your obligations under these Terms. You will not disclose the Confidential Information to any third party other than:
    • 15.2.1.to employees, subcontractors and advisers who need to have access to the Confidential Information to enable you to perform your obligations under these Terms; or
    • 15.2.2.as may be required by applicable law or any governmental or regulatory authority.
  55. 15.3.You shall retain the Confidential Information for only as long as is necessary. You shall delete the Confidential Information at the end of the Term or as soon as it is no longer required to comply with your obligations under these Terms or applicable law.

    56. 16.DISCLAIMER

  56. 16.1.TRADEE Sites is provided on an "as is" basis, and we disclaim any and all representations, conditions and warranties, express or implied, including without limitation, merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, unless otherwise expressly set out in these Terms.
  57. 16.2.We provide no warranty that TRADEE Sites will always be available or error free.
  58. 16.3.You expressly acknowledge that we have no special relationship with or fiduciary duty to you. You acknowledge that we make no warranty regarding the results of your use of TRADEE Sites; how you may interpret or use TRADEE Sites; or what actions you may take as a result of having been exposed to TRADEE Sites or the Buyer on TRADEE Sites.

    59. 17.RELEASE

  59. 17.1.You release the TRADEE from all liability for you having acquired or not acquired any relationship with Buyer through TRADEE Sites.
  60. 17.2.In the event that you have a dispute with a Buyer or any third party, you agree to release us and our respective officers, directors, employees, agents, successors, representatives, shareholders, and suppliers from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable or unforeseeable, arising out of or in any way connected to such disputes with the Buyer or any third party.

    61. 18.INDEMNITIES

  61. 18.1.The Seller agrees to release, defend, indemnify and hold harmless the TRADEE, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:
    • 18.1.1.any defect in the Products sold to any Buyer;
    • 18.1.2.any claim of actual or alleged infringement of any third-party right (including Intellectual Property Rights) in connection with any Product sold or any materials provided by the Seller including the Product Graphic Materials;
    • 18.1.3.any claim made by any Buyer on the basis of any Agreement entered into with the Seller;
    • 18.1.4.any claim made by a logistics provider related to the Product received from the Seller;
    • 18.1.5.any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent;
    • 18.1.6.any breach of any warranty or representation made herein;
    • 18.1.7.the Seller or its agents providing information in relation to the Product or otherwise pursuant to this Agreement that is incorrect, misleading or erroneous;
    • 18.1.8.the Seller omitting to provide information required by government or regulatory authorities;
    • 18.1.9.the Seller failing to provide information or documentation reasonably requested by the TRADEE, its subcontractors, and/or government or regulatory authorities;
    • 18.1.10.the Seller or its agents providing information in a manner which does not enable the TRADEE or its subcontractors to comply with the requirements of government or regulatory authorities for reporting;
    • 18.1.11.any alleged or actual personal injury, death or property damage suffered by any party arising from the supply or sale of the Product to that party;
    • 18.1.12.any claim by a third party or Buyer made pursuant to, or liability arising under any consumer protection laws in any relevant Territory, including any non-conformity or defect in, or any public or private recall of, any of the Product;
    • 18.1.13.the Seller’s usage of Buyer contact details for purposes other than labelling packages, including contacting the Buyer directly, in the absence of any agreement with the TRADEE;
    • 18.1.14.any costs or liabilities incurred in connection with the Seller’s activities, arising out of the Seller's non-compliance with any applicable tax laws, regulations and practice guidelines;
    • 18.1.15.any claim by a third party or Buyer made in relation to any issue arising from the authenticity of any Product including but not limited to any Product being counterfeit, as well as any costs and expenses incurred on the part of the TRADEE to investigate and address such claims;
    • 18.1.16.the exposure of the TRADEE or its employees, agents, subcontractors, insurers or reinsurers to any sanction, prohibition or penalty (or any risk of sanction, prohibition or penalty) whatsoever imposed by any Authority by reason of any issue arising from the Products in the Cartons packed by the Seller.
  62. 18.2.Notwithstanding anything to the contrary in this Agreement and to the fullest extent permitted by law, no Party shall in any event be liable to the other Parties, whether in contract, under statute, tort (including negligence), restitution, breach of statutory duty, misrepresentation or otherwise, for any loss of profit, loss of revenue, loss of production, loss of business opportunity, loss of capital, loss of goodwill, increased cost of working, loss of use, loss of contract or any indirect, remote, incidental, unforeseeable or consequential loss or damages or exemplary or punitive damages, suffered by such Party arising in connection with this Agreement, provided that nothing in this Agreement shall limit or exclude the liability of either Party for fraud, gross negligence or wilful misconduct.
  63. 18.3.The TRADEE’s total liability to the Seller in each calendar year, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall not, to the extent permitted by the laws, exceed the total amount of Fees charged by the TRADEE in the twelve (12) months preceding any of the aforementioned claims, actions or demands.
  64. 18.4.The TRADEE shall not, in any case, be liable for any loss or damage arising from or in connection with: (i) the Seller’s acts or omissions including but not limited to insufficient or improper packing, security or addressing; and/or (ii) any act or omission by anyone other than the TRADEE including but not limited to the Seller, an interested third party, customs or other government officials.

    65. 19.TERM

  65. 19.1.These Terms come into force on the day you accept them. They will continue in force until they are terminated by either you or us in accordance with these Terms.

    66. 20.RESTRICTION, SUSPENSION AND TERMINATION

  66. 20.1.Our Rights to Restrict or Suspend Your Account
    • 20.1.1.We may (i) remove a Product listing, (ii) suspend or restrict your access to your Account, (iii) cancel any transactions associated to your account, and/or (iv) cancel or withdraw any promotions and/or subsidies offered by us to you, immediately if:
      • 20.1.1.1.You are in material breach of these Terms;
      • 20.1.1.2.We have reason to believe that your Account has been used for any fraudulent or illegal activity;
      • 20.1.1.3.Your use of TRADEE Sites is at risk of harming Buyer, other seller or the TRADEE and its legitimate interests; or 20.1.1.4.You have received an unreasonable number of Buyer complaints.
    • 20.1.2.Any suspension or restriction will remain in place until we have received from you confirmation that you have remedied the breach and/or provided evidence that the activity or harm described is not or is no longer a threat.
  67. 20.2.Our Rights to Terminate
    • 20.2.1.On Notice
      We may terminate your Account without cause by giving to you not less than 30 days’ notice.
    • 20.2.2.For Material Breach
      We may terminate your Account immediately upon giving notice, if you have failed to remedy a material breach of these Terms within 30 days unless we can demonstrate you have repeatedly been in breach of these Terms, in which case notice to terminate will be effective immediately.
  68. 20.3.Your Rights if We Restrict, Suspend or Terminate Your Account
      69. If we restrict or suspend your promotion or sale of particular Product or terminate your Account, we will provide a statement of reasons at the time notice is given. No statement of reasons will be given where we:
    • 20.3.1.are subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds; or
    • 20.3.2.where notice to terminate is given and we can demonstrate that you have repeatedly in breach of these Terms.
  69. If we do restrict, suspend or terminate your Account, you will have recourse to the dispute resolution mechanisms set out in dispute resolution clause hereinbelow.
  70. 20.4.Your Rights to Terminate
  71. 20.4.1.You may terminate your use of TRADEE Sites by giving notice to us at [[email protected]].
  72. 20.4.2.You may close your Account provided the following conditions are met:
    • 20.4.2.1.You have no products listed on TRADEE Sites.
    • 20.4.2.2.You have no outstanding or incomplete Buyer’s Order.
    • 20.4.2.3.More than 90 days have past since your last order was completed; and
    • 20.4.2.4.Your Account balance is zero, and there are no outstanding Buyer transactions, payments or refunds due.
  73. 20.4.3.If you are exercising your right to terminate your contractual relationship with us as a result of changes to these Terms as described in Changes to These Terms clause hereinabove, and you do not meet the conditions for shop closure above, upon receipt of notice from you, we will immediately suspend you Account.

    74. 21.EFFECTS OF AND RIGHTS ON TERMINATION

  74. 21.1.On termination of your Account, all related rights and obligations under these Terms immediately terminate, except that you will remain responsible for performing all of your obligations to Buyer in connection with transactions entered into before the effective date of the termination and for any liabilities that accrued before or as a result of the termination.
  75. 21.2.The following clauses of these Terms shall survive termination:
    • 21.2.1.Data Protection;
    • 21.2.2.Intellectual Property;
    • 21.2.3.Confidentiality;
    • 21.2.4.Indemnities
    • 21.2.5.Effects of and Rights on Termination Clause;
    • 21.2.6.Dispute Resolution;
    • 21.2.7.Governing Law and Jurisdiction
    • 21.2.8.Entire Agreement
    • 21.2.9.Severance
    • 21.2.10.Remedies
    • 21.2.11.Third Party Rights
    • 21.2.12.Assignment
    • 21.2.13.Third Party Services
    • 21.2.14.Force Majeure
    • 21.2.15.Notice
    • 21.2.16.Governing Language

    22.DISPUTE RESOLUTIONS

  76. 22.1.Disputes Between You and a Buyer You are responsible for promptly and fairly resolving any dispute between you and a Buyer. We may facilitate communications between you and the Buyer but is not a party to any such dispute and has no obligation to do so.
  77. 22.2.Disputes Between You and Us In the event of a dispute between you and us, the dispute will be resolved pursuant to Governing Law and Jurisdiction Clause.

    78. 23.GOVERNING LAW AND JURISDICTION

  78. 23.1.These Terms shall be governed by the laws of Malaysia. The Parties shall try to resolve any dispute arising out of or related to this Agreement ("Dispute") by negotiation in good faith within thirty (30) days of a notice of a Dispute from either party, failing which either Party may refer the Dispute to the Malaysian courts.

    79. 24.GOVERNING LANGUAGE

  79. 24.1.By entering into this Agreement, the Parties explicitly agree that the Agreement and all related documents, including but not limited to amendments, exhibits, schedules, and attachments (collectively referred to as the "Agreement"), shall be governed by and construed in accordance with the English language.
  80. 24.2.English language shall be the sole language used in interpreting and construing the terms and conditions of this Agreement, and any ambiguity or uncertainty shall be resolved in favour of the interpretation that best reflects the original English text.
  81. 24.3.In the event of any inconsistency or discrepancy between the English version of this Agreement and any translation thereof, the English version shall prevail, and any translation or interpretation shall be secondary to the English version.

    82. 25.ENTIRE AGREEMENT

  82. 25.1.These Terms constitute the entire agreement between you and us and supersede and replace all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
  83. 25.2.You agree that you have not relied on and have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. You agree that you shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

    84. 26.SEVERANCE

  84. 26.1.In the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

    85. 27.REMEDIES

  85. 27.1.Any breach of these Terms may cause irreparable harm to us or which damages may not be an adequate remedy, and therefore, we will be entitled to seek injunctive relief with respect thereto in addition to any other remedies.

    86. 28.THIRD PARTY RIGHTS

  86. 28.1.Unless it is expressly stated otherwise, these Terms do not give rise to any rights to any third party enforce any term of these Terms. Our rights to rescind or vary these Terms are not subject to the consent of any other person.

    87. 29.ASSIGNMENT

  87. 29.1.We shall be permitted to transfer or assign both the rights and obligations under these Terms to our group TRADEE with or without notice to you.
  88. 29.2.You are not permitted to transfer or assign either the rights or the obligations or both under these Terms to any third party without our prior written consent. Any attempt to do so shall be void.

    89. 30.THIRD PARTY SERVICES

  89. 30.1.We do not endorse the information contained on third party websites or services outside TRADEE Sites, or guarantee their compliance with any applicable law, accuracy, reliability, quality, or completeness. Since third party websites or services and the content thereon are outside of our control, if you choose to access any such website or services, you do so entirely at your own risk.

    90. 31.FORCE MAJEURE

  90. 31.1.We will not be liable for any delay or failure to perform any of its obligations under these Terms for reasons, events or other matters beyond its reasonable control.

    91. 32.NOTICE

  91. 32.1.We may provide notices to you under these Terms to the email address provided by you in your Account. You may provide notices to us under these Terms by [[email protected]].

    92. ADDITIONAL GUIDELINE

    33.TREAT BUYER FAIRLY GUIDELINE

  92. 33.1.At TRADEE, we are committed to providing a safe, transparent, and fair platform for all Users. Our "Treat Buyer Fairly Guideline" outlines our dedication to ensuring a positive and equitable experience for every Buyer. By using our Service, you agree to abide by the principles outlined in this guideline.
  93. 33.2.This section is not intended to, and does not, create any legally binding rights or obligations.
    • 33.2.1.Fair and Honest Representation: You shall accurately represent your Product by providing clear and truthful information. Misleading descriptions, deceptive pricing, or false advertising are strictly prohibited.
    • 33.2.2.Transparent Communication: Open and honest communication between Users is essential. Seller is expected to respond to inquiries promptly, provide accurate information, and address Buyer’s concerns in a timely manner.
    • 33.2.3.Quality Assurance: Seller is responsible for the quality and condition of the Product they offer. Product must meet the specified standards. Buyer who has purchased from the Seller has the right to receive the Product they expect based on the listing information.
    • 33.2.4.Respect for Buyer’s Rights: Buyer’s rights, including the right to privacy, are to be respected at all times. Merchant must handle customer data with care and comply with applicable data protection laws.
    • 33.2.5.Prompt Order Fulfillment: Seller is expected to process orders promptly and deliver products or services within the agreed-upon timeframe. Delays must be communicated to Users who has purchased from them with a valid reason.
    • 33.2.6.Fair Pricing: Seller shall set reasonable and competitive prices for their Product. Price gouging, unjustified price hikes, or other exploitative pricing practices are strictly prohibited.
    • 33.2.7.Efficient Returns and Refunds: Seller shall adhere to our Cancellation, Return and Refund Policy, ensuring that returns and refunds are processed efficiently and fairly, in accordance with the stated guidelines.
    • 33.2.8.Protection Against Discrimination: Discrimination based on race, ethnicity, nationality, gender, sexual orientation, religion, or any other protected characteristic is strictly prohibited. Every Users must be treated with respect and dignity.
    • 33.2.9.Respect for Intellectual Property Rights: User must respect intellectual property rights, including copyrights, trademarks, and patents. Listing, selling, or distributing counterfeit or unauthorized items is not allowed.
    • 33.2.10.Feedback and Reviews: Honest and respectful feedback is encouraged. Users are urged to leave feedback that accurately reflects their experience, helping other users make informed decisions.