PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
Your use of our Platform and Services is governed by this Agreement. Unless stated otherwise, all capitalised terms in this Agreement shall have the meaning ascribed to Clause 21 (Interpretation and Definitions) of this Agreement.
1ACCEPTANCE OF TERMS
1.1.1.Any seller who intends to access the Platform and use the Services to sell Products must accept the terms and conditions of this Agreement including any schedules, appendices and annexures thereto and all other terms, conditions, rules and policies applicable to sellers which are incorporated into this Agreement by reference and any amendments thereto.
1.1.2.By registering and using the Services, you as a Seller agree to be bound by this Agreement.
1.1.3.This Agreement forms a legally binding agreement between Mecan App Sdn Bhd ("Mecan" or "we" or "us") and you as the Seller.
1.1.4.If the Seller does not agree to any of the terms and conditions of this Agreement, the Seller shall not sell on the Platform.
1.1.5.The Seller agrees to sell on the Platform and uses the Platform and Services at its own risk.
1.2.1.This Agreement is entered into between Mecan App Sdn Bhd ( "Mecan" or "we" or "us") and you as a Seller for use of Services.
1.2.2.The Platform is limited to parties that can enter into legally binding contracts under applicable laws.
1.2.3.The Seller represents and warrants:
(a)where the Seller is an individual, the Seller is an adult of at least 18 years capable of validly entering into this Agreement;
(b)where the Seller is a business or corporation,
(i)the Seller is and will remain at all times, a business or corporation duly registered, validly existing and in good standing under the laws of the country in which the business or corporation is registered;
(ii)the Seller has all requisite right, power and authority to enter into this Agreement and perform the Seller's obligations under this Agreement;
(c)any information provided or made available by the Seller or the Seller's Affiliates is at all times accurate and complete; and
(d)the Seller and any person that has a financial interest in the Seller's business, or any person which the Seller is acting on behalf of:
(i)has not been barred or otherwise prevented from selling on the Platform;
(ii)has no affiliation with any Mecan's employee which may result in an actual or potential conflict of interest; or
(iii)has not been involved in any lawsuit or claim that has a bearing on this Agreement.
1.3.This Agreement Prevails
1.3.1.In the event of any conflict between any specific terms listed on the Seller's Product page and this Agreement, the terms and conditions of this Agreement shall override such terms.
1.4.1.Mecan reserves the right to amend this Agreement at any time, at its sole and absolute discretion. Mecan shall notify the Seller of such amendments including the effective date for such amendments by an announcement to be published on the main page of the Platform. Such amendments shall thereafter bind the Seller. The Seller shall be responsible to visit the Platform regularly and keep itself updated on any amendments to this Agreement.
1.4.2.The Seller's continued use of the Platform and/or the Services following any amendment to this Agreement taking effect constitutes the Seller's agreement to be bound. If the Seller does not agree to any amendment to this Agreement, the Seller must discontinue the use of the Platform and the Services.
1.4.3.Mecan shall not be responsible and will not indemnify the Seller for any loss the Seller suffers arising from the amended terms and conditions of this Agreement or the Seller's failure to keep itself updated on the amendments to this Agreement, and the Seller shall hold Mecan harmless and indemnify Mecan from any losses that the Seller may suffer therefrom.
2SERVICES FOR SELLER
2.1.1Mecan provides an online transaction platform and ancillary services on the Platform which allow Members of the Platform to conduct Transactions.
2.1.2Unless otherwise provided in this Agreement, Mecan is not involved in the actual transaction between the Seller and Buyer.
2.1.3The Seller authorises Mecan and/or its Affiliates to act as its exclusive payment processing agent for the purpose of:
(a)collecting the Transaction Amount and in general any sums due or owing under this Agreement and holding the same;
(b)processing Buyers' payments, refunds and adjustments;
(c)remitting the Seller's Amount; and
(d)paying to Mecan, to Mecan's Affiliates and to third parties (including Buyers) any amounts the Seller owes to them. As a payment processing agent, Mecan will have no responsibility with respect to the legality of transactions occurring between the Seller and Buyer.
2.1.4The following are the services ("Services") provided by Mecan under this Agreement:
(a)the listing and publishing of Contents on the Platform;
(b)the offering for sale of the Products on behalf of the Seller;
(c)limited customer care services to be provided to the Buyers;
(e)management of deliveries of Products through Logistics Provider subject to the terms and conditions in Schedule 9 (General Terms for Logistics Services) and returns;
(f)collection, reconciliation and execution of all Transaction Amount as payment processing agent for Seller;
(g)shop in shop management of the Products;
(h)management of promotional campaign for the Products;
(i)management of the inventory of the Products; and
(j)other services ancillary to the Services.
2.1.5If opted by the Seller, Mecan may but not obliged to procure third parties, additional services as set out in Schedule 1 ("Additional Services"). Any cost incurred for the Additional Services shall be borne by the Seller.
2.1.6The Seller shall pay the Fees as set out in Schedule 2 (Fees) in consideration of the Services.
2.1.7Mecan will provide to the Seller information in relation to each Order as necessary under this Agreement.
3USE OF PLATFORM
3.1.1In using the Platform, the Seller shall maintain the confidentiality of the Seller's account and password, and restrict unauthorised access to the Seller's account. The Seller agrees to accept responsibility for all activities that occur under the Seller's account.
3.1.2While using the Platform, the Seller undertakes that the Seller will not:
(a)post or list inappropriate content or Products on the Platform as more particularly described in Clause 6 (Contents and Intellectual Property Rights);
(b)violate any laws, third party's rights, or Mecan's policies including policies relating to prohibited items as set out in Clause 5.4 and Schedule 4 (Prohibited Products);
(c)manipulate the price of any Product or interfere with another Seller's listings;
(d)circumvent or manipulate the fee structure, the billing process or any fees owed to Mecan;
(e)transfer the Seller's account to another party without Mecan's consent;
(f)copy, modify, or distribute the contents from the Platform and Mecan's Intellectual Property Rights or involving any third party;
(g)collect information about the Members or third parties as may be available on the Platform, including email addresses, without their consent; and/or
(h)use existing Member's accounts or create new Member accounts in order to circumvent or avoid, buying or selling limits, and other restrictions by Mecan.
3.2Requirements to be a Seller
3.2.1The Seller must register on the Platform to use the Platform and the Services. To complete the registration, the Seller must submit the following to Mecan through the Platform:
(a)if the Seller is an individual, a copy of the Seller's personal identification documents, being the Seller's Identity Card (MyKad) or passport and registration of business in accordance with the Registration of Businesses Act 1956;
(b)if the Seller is a business or corporation, a copy of the necessary business licenses, registration or corporation documents as requested by Mecan;
(c)the Seller's current and up-to-date contact information including the Seller's email address, mobile phone number, fixed landline number and residential or an office address (as the case may be);
(d)the Seller's bank account information together with documents, as required by Mecan, evidencing that the bank account is owned by and in the name of the Seller or the Seller's company or business; and
(e)such other information or documents that the Seller deems necessary from time to time.
3.2.2Mecan may accept or reject the Seller's application to be a Seller at its sole and absolute discretion, which decision cannot be contested.
3.2.3The following are not eligible to register as Sellers to use the Platform and the Services:
(c)such persons as may be deemed by Mecan or its payment service providers as high-brand risk merchants in businesses which shall include but not limited to the following:
(i)direct marketing - travel related arrangement services;
(ii)direct marketing - outbound telemarketing merchants;
(iii)direct marketing - inbound telemarketing merchants;
(iv)betting, including lottery tickets, casino gaming chips, off-track betting and wagers at race tracks;
(v)drug stores, pharmacies;
(vi)drugs, drug proprietaries, druggist sundries;
(vii)cigar stores and stands; and
(d)such other persons as may be determined by Mecan from time to time.
3.3.1Mecan reserves the right to refuse registration, suspend or cease provision of any Services, terminate accounts, remove or edit any contents on the Platform, or cancel Orders in its sole and absolute discretion.
3.3.2Without limiting other remedies, Mecan may limit, suspend, or terminate the Platform, its Services and Member's accounts, prohibit access to the Platform and its contents, delay or remove hosted contents and take technical and legal steps to keep the Seller off the Platform if, based on Mecan's sole and absolute discretion, Mecan is of the view that the Seller is or may be potentially creating problems or legal liabilities, infringing the Intellectual Property Rights of Mecan and/or of third parties, in breach of any of the terms and conditions of this Agreement.
3.3.3Mecan may suspend or terminate the Seller's account if the Seller is a recurring infringer of the Intellectual Property Rights of third parties.
3.3.4Mecan may subject the Seller or Products to mechanisms that rate, or allow Buyers to rate or review the Seller's and/or Products performance as a seller and Mecan may make these ratings and reviews publicly available.
3.3.5Mecan may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order. The Seller will stop and/or cancel orders of Products if so asked by Mecan (provided that the Seller has transferred the Products to the applicable Logistics Provider, the Seller will use commercially reasonable efforts to stop and/or cancel delivery by such Logistics Provider). Where the Seller has already received the Seller's Amount, the Seller will refund the Buyer that has been charged for an Order that Mecan has stopped or cancelled unless the Order is stopped or cancelled due to fault attributable to the Buyer.
3.3.6In the event the Seller does not have sales of the Products or the Seller has been inactive for more than twelve (12) months, Mecan reserves the right to cancel the Seller's account and/or remove all Product listings from the Platform without notice to the Seller.
3.3.7If there is any breach of this Agreement, Mecan reserves the right to impose such penalties as set out in Schedule 5 (Penalties).
3.4Limitation of Services or Platform
3.4.1The Seller acknowledges that the availability of the Services and Platform is subject to:
(a)availability of resources (whether resources are under the control of Mecan or a third party) and availability of a suitable network infrastructure at the time at which the Services are requested or delivered;
(b)if applicable, geographic and technical capability of communication networks and other delivery systems at the time at which the Services are requested or delivered; and
(c)the Seller meeting the technical requirements for accessing the Platform.
3.5Limit of Transactions
3.5.1The Transactions conducted by each Seller on or through the Platform per annum shall not exceed the following:
(a)an aggregate of USD10,000,000 in annual Visa volume; or
(b)10% of the annual Visa volume for all Transactions conducted on or through the Platform per annum.
4PAYMENT OF FEES
4.1.1Mecan charges Fees as set out in Schedule 2 (Fees) for joining as a Seller and provision of the Services.
4.1.2All Fees chargeable on such Services are subject to taxes under all applicable laws and regulations, and Mecan may charge the Seller such taxes additionally.
4.1.3Without prejudice to any other rights and remedies which Mecan has against the Seller, if any sums payable by the Seller to Mecan under the any provisions of this Agreement become due and be unpaid, the Seller shall pay to Mecan interest on the unpaid amount at the rate of 8% per annum until full settlement.
5PLACING OF PRODUCTS ON THE PLATFORM
5.1Pricing of Products
5.1.1The Seller may upload, advertise and offer Products for sale on the Platform, and are at liberty to set the Seller's own prices for the Products.
5.1.2Notwithstanding Clause 5.1.1, the price stated for each Product must be an accurate representation of the sale and the Seller must not manipulate the price of any Product, including intentionally stating a lower price for the Product but increasing the Delivery Fee unreasonably so as to avoid paying or to pay a lower Commission. In the event the Seller breaches this Clause 5.1.2, Mecan shall be entitled to suspend the Seller's Product listing without notice to the Seller and impose any further penalty as set out in Schedule 5 (Penalties) at Mecan's discretion.
5.1.3The Seller will not vary the price indicated in the Order and unless agreed in writing between Mecan and the Seller, will include fulfilment cost of the Order (including the packaging, storing and delivery cost).
5.1.4If the Seller is required by law to charge any taxes on the Products, the Seller shall ensure any price stated in respect of the Products shall clearly state the taxes applicable. The Seller shall issue receipts or tax invoices to the Buyers, upon their request or if such issuance is required by law.
5.2Legality of Products
5.2.1The Seller represents and warrants that all Products sold by the Seller on the Platform:
(a)shall be genuine and not Counterfeit or replica items;
(b)shall be Products:
(i)which are lawful and legal to be sold in and outside Malaysia and are in compliance with all applicable laws;
(ii)which the Seller is legally authorised to sell or provide;
(iii)which are not Prohibited Products, as described in Clause 5.4.1 and Schedule 4 (Prohibited Products); and
(c)do not infringe the Intellectual Property Rights of any third party.
5.2.2If requested by Mecan, the Seller shall immediately furnish such evidence as necessary to prove that:
(a)the Seller has obtained all required approvals, licences, authorisations and/or certification from all relevant parties including the relevant authorities and/or brand owners or principals for the sale of Products listed by the Seller on the Platform;
(b)the Seller is the owner and/or is authorised or licensed to use any Intellectual Property Rights embedded in or used in conjunction with the Products listed by the Seller on the Platform.
5.2.3Original equipment manufacturer ("OEM") brands are permitted as long as no official brand logo is displayed on any OEM product image and no official brand name is stated in any part of the product information.
5.3Description of Products
5.3.1The Seller shall provide accurate and non-misleading descriptions of the Products, and shall ensure that the following are clearly stated in the said descriptions on the Product page on the Platform:
(a)the Product Price for the Products; and
(b)any additional costs or fees including Delivery Fee and/or taxes (if applicable).
5.3.2The Seller shall ensure that any description of Products uploaded to the Product page on the Platform shall not in any way make reference to, or name any other e-commerce platform or competing/ similar business.
5.4.1The Seller is not allowed to upload, advertise, offer for sale and/or sell Prohibited Products. Please refer to the list of Prohibited Products as set out in Schedule 4 (Prohibited Products) for details.
5.5Product Enquiries from Members
5.5.1Where the Seller receives an Enquiry from the registered buyers via the Q&A section on the Seller's Product page, the Seller shall respond to such Enquiry:
(a) with accurate and complete information; and
(b)in a prompt and efficient manner, within one (1) Business Day from receipt of the said Enquiry, or such other time period as may be required under the Seller Service Levels.
5.6Prohibition on Direct Dealing
5.6.1All communications regarding the Transactions or potential Transactions with other Members or Buyers shall be made through the Platform.
5.7.1As a Seller, the Seller shall be responsible to ensure that there is adequate stock of Products to meet demand at all times. In the event the stock of Products is inadequate to meet demand, the Seller must suspend the sale of such Products on the Platform until adequate stock becomes available again.
5.8Failure to Comply
5.8.1Failure to comply with any of the provision in this Clause 5 shall entitle Mecan to impose any or all of the penalties as set out in Schedule 5 (Penalties).
6CONTENTS AND INTELLECTUAL PROPERTY RIGHTS
6.1Rights and Obligations
6.1.1When posting Contents on the Platform, the Seller must ensure that such Contents:
(a)are accurate and not misleading;
(b)are not illegal, obscene or threatening;
(c)are not defamatory or libellous;
(d)are not invasive of privacy;
(e)are not political campaigning in any form;
(f)are not commercial pyramid schemes, solicitation, chain letters, mass mailings or any form of "spam";
(g)do not include any personal data in contravention of the personal data protection laws of any jurisdiction;
(h)do not consist of or contain computer viruses or other forms of computer codes, technologies or programs that may harm the Platform, or the interests or property of Members;
(i)do not infringe the Intellectual Property Rights of Mecan and/or any third party;
(k)are otherwise injurious or objectionable to Mecan or any third parties.
6.1.2The Seller shall not use a false e-mail address, impersonate any person, or otherwise mislead as to the origin of Contents uploaded by the Seller.
6.1.3The Seller grants Mecan a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the Contents, and to sublicense the foregoing rights to Mecan's Affiliates, provided that Mecan will not alter any third-party trademarks.
6.1.4Mecan is not obliged to verify the accuracy, completeness and legality of Contents.
6.1.5Mecan reserves the right to determine the use and placement of Contents, and the appearance, design, functionality and all other aspects of the Platform and the Services.
6.1.6As between the Seller and Mecan, each party retains all right, title and interest in and to its technology and Intellectual Property Rights. Neither party acquires any rights in the foregoing from the other party except as expressly granted under this Agreement; all other rights are reserved, and no implied licenses are granted. Neither party will attempt to register any distinctive trademarks or domain names that are confusingly similar to those of the other party.
6.1.7The Seller will not be entitled to use any intellectual property belonging to Mecan without Mecan's prior approval in writing.
6.1.8This Agreement will not be deemed or construed to create, convey or transfer any Intellectual Property Rights to the Seller. Unless agreed in writing by Mecan, the Seller will not decompile any software or reverse engineer any software, or other product or process.
6.1.9This Agreement does not confer to the Seller, any rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software and data used, obtained or created under this Agreement. If such rights were nevertheless to have accrued to the Seller for any reason whatsoever, the Seller will assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Mecan or any other party designated by Mecan, free of charge, or for a nominal fee.
6.1.10Failure to comply with this Clause 6.1 shall entitle Mecan to impose any or all of the penalties as set out in Schedule 5 (Penalties).
6.2Removal of Contents by Mecan
6.2.1The Seller agrees that Mecan shall have the right but not the obligation to monitor and edit any Content uploaded by the Seller. Notwithstanding any monitoring, Mecan takes no responsibility and assumes no liability for any Content posted by the Seller and reserves the right, but not the obligation, to remove any Content posted on the Platform.
6.2.2The Seller shall indemnify Mecan against all claims arising or resulting from Content posted, supplied or uploaded to the Platform by the Seller.
7SELECTION OF BUYERS
7.1Seller's Right to Select Buyer
7.1.1The Seller shall be entitled to sell Products to any Buyers and/ or to Buyers selected by the Seller ("Mecan Plus Seller").
7.1.2In the event the Seller wants to sell certain Product to Mecan Plus Seller only,
(a)the Seller shall state clearly on such Product page that the Product is for sale to Mecan Plus Seller only;
(b)the Seller shall enable the Product page to allow Buyers to submit their application to be Mecan Plus Seller together with such information in relation to the Buyers as may be required by the Seller;
(c)the Seller shall inform the Buyers not later than three (3) Business Days whether the Buyer's application to be an Authorised Buyer is successful.
The acceptance by the Seller of a Buyer's application to be an Authorised
Buyer shall not be construed as an offer and/or acceptance for sale and
purchase of Products or a Transaction.
8FULFILMENT OF ORDER
8.1Acceptance of Order
8.1.1Where an Order for a Product has been placed by the Buyer, the Seller will receive an Order Notification via the Platform system.
8.1.2The Order will be confirmed by the Buyer upon receipt by Mecan of the full Transaction Amount from the Buyer.
8.2Delivery of Product
8.2.1The Seller shall take all steps to ensure that the Product is delivered to the Buyer or such address as may be provided by the Buyer within the applicable lead times for Order fulfilment as set out in the Seller Service Levels.
8.2.2Where the address specified by the Buyer for delivery of the Product is the same address where the Logistics Provider stores the Product on behalf of the Seller, the Product is deemed to be delivered to the Buyer when:
(a)the correct quantity of Product is segregated from the other goods stored at the said address and packaged in accordance with this Agreement; and
(b)the Buyer is notified in writing in accordance with this Agreement that the Product is ready to be collected by or on behalf of the Buyer.
8.2.3Once the Product is ready for delivery, the Seller shall update or procure the Logistics Provider to update the delivery details for the Order, including the delivery company name, tracking number, bill of lading or airway bill or such other document as proof of delivery and such other particulars pertaining to the Order as necessary, on the Platform system. The Buyer will receive notification of the same via the Platform System ("Notification of Ready for Delivery").
8.2.4Upon completion of the steps in Clause 8.2.3, the status for the Order will be automatically changed from "Preparing for Delivery" to "Delivery in Progress".
8.2.5The Seller shall deliver the Product by using delivery service and other services relating to delivery provided by Mecan in association with third party service providers. This service shall be provided in accordance with such terms as Mecan shall make known to the Seller.
8.2.6The Seller shall take all reasonable actions for the Buyer to receive the Product within the time period specified on the Seller's Product page or otherwise as agreed between the Seller and the Buyer.
8.2.7If the Seller fails to deliver the Product within such period without reasonable and acceptable justification, Mecan shall be entitled to impose on the Seller any or all of the penalties as set out in Schedule 5 (Penalties). Further, Mecan shall not be responsible or liable for any losses or damages suffered by the Seller due to such action as may be taken by Mecan and/or the Buyer.
8.3Packaging for Orders
8.3.1The Seller shall ensure that all Products are wrapped securely during the delivery of the Products to the address stipulated by the Buyers so as to ensure the safety and integrity of the same.
8.4Mecan's Right to Limit Order
8.4.1Mecan is entitled to impose limits on Order or transaction values, on the Buyers or on the Seller and will not be liable if:
(a)Mecan does not proceed with an Order that would exceed said limit; or
(b)Mecan allows a Buyer to cancel an Order because the Platform or the Products are unavailable following the commencement of a Transaction.
9CANCELLATION, REFUND, REPLACEMENT
Mecan and the Seller shall comply with the cancellation, refund and replacement provisions as set out in Schedule 6 (Cancellation, Refund and Replacement).
10PAYMENT TO THE SELLER
10.1.1The amount payable by Mecan to the Seller for any Successful Transactions completed through the Platform is referred to as the Seller's Amount.
10.1.2Upon registration as a Seller, the Seller is required to provide to Mecan, the Seller's bank account details for the purposes of payment of the Seller's Amount. The Seller shall be responsible to ensure all the relevant Seller's bank account details provided to Mecan are accurate and up to date.
10.2.1Unless otherwise agreed between Mecan and the Seller in writing, payment of the Seller's Amount will be made by Mecan to the Seller in accordance with Schedule 3 (Seller's Amount).
11SELLER SERVICE LEVELS
11.1Seller Service Levels
11.1.1The Seller is required to comply with the Seller Service Levels as set out in Schedule 7 (Seller Service Levels).
11.1.2Mecan shall have the right to review the Seller Service Levels from time to time, and it shall be the Seller's responsibility to keep updated on any changes made to the same.
11.2Penalties for Non-Compliance with Seller Service Levels
11.2.1Where the Seller is unable to meet the minimum threshold for the Seller Service Levels, Mecan shall be entitled to impose on the Seller any or all the of the penalties as set out in Schedule 5 (Penalties) as Mecan shall determine at its discretion.
12MANAGEMENT OF DISPUTES
12.1Mecan's Right to Settle Disputes
12.1.1The Seller agrees that in the event:
(a)the Seller does not or is unable to respond to a Buyer within such time period as set out in the Seller Service Levels; or
(b)the Seller is unable to provide a satisfactory resolution to a Buyer in respect of any matter under this Agreement within such time period as set out in the Seller Service Levels; or
(c)where the Seller is unable to resolve a dispute with a Buyer;
then Mecan shall be entitled to negotiate a settlement with the Buyer in relation to such disputes on the Seller's behalf.
12.2Decision by Mecan Binding
12.2.1The Seller agrees that:
(a)any decision made by Mecan shall be binding on the Seller and the Buyer;
(b)the Seller shall comply with any instructions given by Mecan, through the Customer Service Centre, pursuant to any decision or settlement; and
(c)any costs incurred in relation to the settlement (including refunds, return shipping costs and any other compensation) shall be borne by the Seller.
12.2.2Mecan shall be entitled to recover the costs referred to in Clause 12.2.1(c) by setting off the same against any Seller's Amount owed to the Seller.
12.3.1Notwithstanding Clauses 12.1 and 12.2, the Seller acknowledge that Mecan is not a judicial or arbitration institution. Consequently, the Seller shall not hold Mecan liable and shall waive any claim the Seller may have against Mecan in respect of any decision relating to the dispute.
13.1Additional Terms and Conditions for Foreign Sellers
13.1.1Where the Seller is a Foreign Seller, the Foreign Seller must comply with the additional terms and conditions as set out in Schedule 8 (Specific Terms and Conditions for Foreign Seller).
13.1.2Mecan shall have the right to review Schedule 8 (Specific Terms and Conditions for Foreign Seller) from time to time, and it shall be the Foreign Seller's responsibility to keep updated on any changes made to the same.
14SELLER's UNDERTAKING AND COVENANTS
14.1.1By using the Platform and/ or Services, the Seller undertakes, represents and warrants that it will:
(a)comply with all applicable laws, treaties, ordinances, codes and regulations;
(b)comply with all terms and conditions of this Agreement and the Policies;
(c)be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the Order, the Seller's Amount or in any other way owed by Seller under this Agreement;
(d)will issue a valid invoice to the Buyer, if required by the laws of applicable jurisdictions;
(e)obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sale of the Products on or through the Platform prior to their listing and will provide copies of these documents to Mecan, at Mecan's request;
(f)ensure that any information provided under this Agreement, including the Contents for listing of the Products, is up to date, accurate, complete and is not misleading;
(g)subject to Clause 7.1 (Seller's Right to Select Buyer), fulfil all Orders for Products at their stated quantity, quality and price to Authorised Buyers who meet Mecan's eligibility conditions;
(h)procure appropriate insurance covering the Seller's obligations under this Agreement and the Products, if required by Mecan;
(i)provide, in the format and at such times as Mecan may require, accurate, up to date and complete information about the availability status, stock level and price of the Products;
(j)ensure that the price for any Products offered to Buyers will not exceed the price offered by Seller outside the Platform for the same product in like or lesser quantities under similar terms and conditions;
(k)provide Mecan written notice of any requirement or provision of any contract that may conflict with any requirement or provision of this Agreement; and
(l)ensure that any person filling-in or signing any document, operating the Seller's account on the Platform, or handling the Products, on behalf of the Seller (other than a Mecan employee, contractor or agent, or a third party specifically mandated by Mecan) has full power and authority to do so on behalf of the Seller.
14.2.1The Seller further undertakes, represents and warrants that it will not, directly or indirectly:
(a)infringe any Intellectual Property Rights belonging to Mecan or any third party;
(b)post or display any materials that exploits or otherwise exploits persons under the age of 18 years or display pornographic materials of any kind;
(c)post or display any political or religious content;
(d)post or disclose any personally identifying information or private information about minors or any third parties without their consent or the parent's or guardian's consent;
(e)post any content that advocates, promotes, or otherwise encourages violence against any governments, organisations, groups or individuals or activities that leads to cruelty towards animal;
(f)conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
(g)use the Platform or the Services to purchase items sold on the Platform for commercial use or for use on behalf of a third party;
(h)use, or access, input or upload on, the Platform, any material that is not directly connected with the Products, or permit the use of Seller's account or offer "free space" on or other access to the account or the Platform to third parties;
(i)access content and information that concerns any party other than the Seller, transmit unsolicited email, interfere with the proper working of the Platform. transmit any viruses, Trojan horses or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;
(j)create liability for Mecan and its Affiliates, directors, officers, employees, contractors, agents and subcontractors or expose any of them to undue risk or otherwise engage in activities that Mecan, in its sole discretion, determines to be harmful to Mecan's goodwill, operations or reputation;
(k)open multiple accounts using other parties' names and details on the Platform without Mecan's prior approval;
(l)attempt to decompile, reverse engineer, disassemble or hack the Platform or the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Mecan with respect to the Services and/or data transmitted, processed or stored by Mecan;
(m)disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other Members' ability to engage in real time exchanges; and/or
(n)use the Platform or the Services to violate the privacy of others or to "stalk" or otherwise harass another.
14.3.1The Seller represents and warrants that all its representations, warranties and undertakings in this Agreement will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each and every of them in accordance with this Agreement. In the event any of them becoming unfulfilled, incorrect or untrue, the Seller will promptly inform Mecan of the same and rectify the breach.
15.1.1Subject to Clauses 15.2 and 15.3, the Seller and Mecan will:
(a)treat as strictly confidential the Confidential Information belonging to each other;
(b)not copy, make use of or disclose to any person Confidential Information; and
(c)take all reasonable steps to prevent the copy, use or disclosure of any such Confidential Information.
15.2.1Mecan and the Seller may disclose Confidential Information which would otherwise be confidential if and to the extent:
(a)reasonably required to give effect to the terms of this Agreement;
(b)required by law of any relevant jurisdiction;
(c)required by any securities exchange or regulatory or governmental body to which Mecan or the Seller is subject or submits wherever situated whether or not the requirement for information has the force of law;
(d)disclosed on a confidential basis to the Affiliates, directors, officers, employees, professional advisers, contractors, agents or other representatives ("Representatives") of Mecan or the Seller provided that such Representatives have agreed to be similarly bound by the confidentiality provisions contained in this Agreement;
(e)the information has come into the public domain through no fault of Mecan or the Seller;
(f)required to enable Mecan or the Seller to enforce their respective rights under this Agreement; or
(g)prior written approval has been given by the other party,
provided that any such information disclosed pursuant to Clause 15.2.1(a) or Clause 15.2.2(b) or Clause 15.2.2(c) will (unless otherwise required by law) be disclosed only after notice in writing to the other party to this Agreement.
15.3Confidentiality Survives Termination
The restrictions contained in this Clause will continue to apply after the termination of this Agreement.
16.1Compliance with Privacy Notice
16.1.1The Seller shall comply with Mecan's Privacy Notice which can be accessed at www.mecan.trade/privacy-policy at all times.
16.2Indemnity for Personal Data Claims
16.2.1The Seller agrees to indemnify and hold harmless Mecan and its officers, employees, directors and agents from, any and all damages, losses, liabilities, penalties, claims, demands, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, attorney's fees, experts' fees and other costs of litigation) ("Personal Data Claims"), to the extent such Personal Data Claims arise from or may be in any way attributable to:
(a)any violation of this Agreement or the Policy by the Seller;
(b)the negligence, fraud or wilful misconduct of the Seller, its Affiliates, officers, directors, employees, agents, contractors or its subcontractors (whether such subcontractors are approved by Mecan or not); or
(c)any security incident for which Seller is directly or indirectly responsible.
17.1Services Provided on "As Is" Basis
17.1.1The Platform and the Services are provided on an "as is" basis.
17.2No Mecan's Representations and Warranties
17.2.1Except as expressly provided for in this Agreement, Mecan makes no other representations or warranties of any kind, express or implied, including:
(a)the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
(b)that the Platform or the Services will meet the Seller's requirements, will always be accessible, uninterrupted, timely, secure, or operate without error;
(c)that the information, content, materials, or products included on the Platform will be as represented by Mecan, available for sale on a timely manner, lawful to sell, or that the Buyers will perform as promised;
(d)any implied warranty arising from course of dealing or usage of trade; and
(e)any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by Mecan.
17.3Exclusion of Liability
17.3.1The Seller acknowledges that any information and any materials provided by or through the Platform and the Services may contain inaccuracies or errors and Mecan expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the laws.
17.3.2Any link found on the Platform is provided for the Seller's convenience to provide further information. It does not signify that Mecan endorses the contents thereof and Mecan has no responsibility and shall not be liable for the content of external links.
17.3.3As Mecan is not involved in transactions between the Sellers and Buyers, the Seller shall release Mecan and its Affiliates, officers, directors, employees and agents from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to Mecan's fraud, negligence or wilful misconduct.
17.3.4Any typographical, clerical or other error or omission in any acceptance, invoice, Contents or other document on the part of Mecan will be subject to correction without any liability for Mecan.
17.3.5The Seller acknowledges that any information provided by Mecan through the Platform, may contain inaccuracies or errors, despite Mecan's reasonable effort to minimise such errors. Mecan excludes liability for any such inaccuracies or errors to the fullest extent permitted by law.
17.4.1The Seller will defend, indemnify and hold harmless, Mecan and its Affiliates, officers, directors, employees, agents, from and against any and all damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, attorney's fees, consultants' fees, experts' fees and other costs of litigation) arising out of, or related to:
(a)any actual or alleged breach of Seller's undertakings, representations, warranties, or obligations set forth in this Agreement or Policy;
(b)any incorrect, misleading, or erroneous information provided to Mecan or any third party in connection with the Services;
(c)any non-compliance by the Seller with any applicable laws or the Policies, including any losses in respect of carriage or prohibited goods, incurred by Mecan or its contractors or subcontractors; or
(d)any actual or alleged infringement of any Intellectual Property Rights of the Products or the Contents, or seller taxes (including duties, fees and other charges) or the collection, payment or failure to collect or pay seller taxes.
17.4.2If at any time Mecan reasonably determines that any indemnified claim might adversely affect Mecan, Mecan may take control of the defences at the expense of the Seller. The Seller may not consent to the entry of any judgment or enter into any settlement of a claim against Mecan without the prior consent by Mecan in writing.
17.4.3Mecan will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with this Agreement, the Buyer Agreement, the Platform, the Services, the inability to use the Services, the Products, or from messages received or transactions entered into, provided that Mecan will indemnify the Seller for any direct damages resulting primarily from Mecan's fraud, gross negligence or willful misconduct.
17.5Limitation of Mecan's Liability
17.5.1To the fullest extent permitted by the laws, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Mecan and Mecan's Affiliates and their respective officers, directors, employees, agents and contractors, and any of them, to the Seller and anyone claiming by or through the Seller, for any and all claims, losses, costs, damages, or expenses resulting from or in any way related to this Agreement will not exceed the Fees that Mecan is entitled to receive from the Seller for the month preceding the date the liability arose, or US Dollar Two Thousand Five Hundred (USD2,500) (or such equivalent amount in local currencies of Malaysia), whichever is lower. This limitation shall apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by the laws.
18.1Mecan's Right of Termination
18.1.1Mecan has the right to unilaterally and immediately terminate this Agreement upon the occurrence of any of the following:
(a)the Seller breaches any provision of this Agreement and fails to remedy the same within fourteen (14) days from being so notified;
(b)the Seller breaches any applicable laws or Mecan's Policies;
(c)the Seller passes a winding up resolution or a court of competent jurisdiction makes an order for the same;
(d)a petition for the Seller's bankruptcy is made to a court of competent jurisdiction and not discharged within thirty (30) days of the petition;
(e)the issuance of an administrative order in relation to the Seller, or the appointment of a receiver over, or an encumbrance taking possession of, or the selling of any of, the Seller's assets;
(f)the Seller makes an arrangement or composition with its creditors generally or applies to a court of competent jurisdiction for protection from its creditors; or
(g)the Seller ceases or threatens to cease to carry on business.
18.2The Seller's Right of Termination
18.2.1Provided they have not been rectified by Mecan within fourteen (14) days from notifying Mecan of the occurrence of any of the following, the Seller has the right to immediately terminate this Agreement:
(a)the making of an administration order in relation to Mecan or the appointment of a receiver over Mecan's assets;
(b)the making of an arrangement or composition by Mecan with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or
(c)Mecan ceasing or threatening to cease to carry on business.
18.3Termination without Cause
18.3.1Either Mecan or the Seller may unilaterally terminate this Agreement without cause by providing ninety (90) days' prior written notice to the other party.
18.4Consequence of Termination
18.4.1Upon termination of this Agreement, the Seller will notify Mecan of all confirmed Orders which have yet to be fulfilled. Notwithstanding any termination for any reason, the Seller will remain responsible for the fulfilment of any confirmed Orders in accordance with the terms and conditions of this Agreement.
19.GOVERNING LAW AND DISPUTE RESOLUTION
19.1.1This Agreement shall be governed by the laws of Malaysia.
19.2.1Any difference, controversy, or claim, arising between Mecan and the Seller will be settled by arbitration, in English, in Kuala Lumpur, and in accordance with the rules of the Asian International Arbitration Centre ("AIAC"). Furthermore, the arbitral tribunal will consist of a sole arbitrator, to be designated by the Chairman of the AIAC. Any award by the arbitration tribunal will be final and binding upon Mecan and the Seller.
19.2.2The arbitrator will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by such party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
19.2.3Notwithstanding Clause 19.2.1, in the event either party believes that it may suffer irreparable harm prior to the resolution of any conflict by following the arbitration procedures established in this Agreement, such party may apply to a court of competent jurisdiction for a restraining order or other equitable relief in order to prevent or alleviate such harm pending the arbitration. The parties agree that this paragraph will not operate as a request that the court abstains from accepting jurisdiction or from granting appropriate orders which the court may deem necessary or appropriate to protect the interests of the parties.
20.1.1Any notice between Mecan and the Seller under this Agreement shall be given in writing by personal delivery, prepaid registered post or electronic mail to the address and electronic mail address of the parties stated on the Platform.
20.1.2Any notices shall be deemed to have been served:
(a)if delivered personally, when left at the addresses referred to in Clause 20.1.1;
(b)if posted within Malaysia to a Malaysian address, three (3) Business Days after posting and in any other case, seven (7) Business Days after posting; and
(c)if email transmission, when electronic confirmation of receipt is received by the sender.
20.1.3In proving service of notices, it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped and posted or that the electronic mail has been sent to the correct electronic mail address.
20.2.1If a provision in this Agreement is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable. If it is not possible to read down a provision, that provision is severable without affecting the validity or enforceability of the remaining part of that provision or the other provisions in this Agreement.
20.3.1The Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from this Agreement, without the prior written consent of Mecan. Mecan may assign, transfer or subcontract all or part of its rights and/or obligations deriving from this Agreement.
20.4Relationship Between the Parties
20.4.1The Seller and Mecan are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the parties. This Agreement will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either party. The Seller will have no authority to make or accept any offers or representations on behalf of Mecan.
20.4.2This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Mecan and the Seller.
20.4.3Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein will oblige Mecan or the Seller to engage in any action or omission to act which would be prohibited by or penalised under the laws or of any other country.
20.5.1No party will be liable to the other or be deemed to be in breach of this Agreement by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Mecan may, at its option, fully or partially suspend delivery/performance of its obligations under this Agreement while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding three (3) months, Mecan may notify the Seller that it will terminate this Agreement.
20.6.1All stamp duty and registration fees (if any) in respect of this Agreement will be fully borne and paid by Seller.
21INTERPRETATION AND DEFINITIONS
In this Agreement, unless the context requires otherwise:
21.1.1Any reference to:
(a)a person includes an individual, firm, partnership, joint venture, unincorporated association, proprietorship, corporation or other body corporate;
(b)a person includes the legal personal representatives, successors and permitted assigns of that person;
(c)a statute includes rules, regulations and any other subordinate legislation under it and consolidations, amendments, re-enactments or replacements of any of them;
(d)this Agreement and any other document or instrument referred to in this Agreement includes this Agreement and any such other document or instrument as amended, supplemented, modified or novated from time to time;
(e)a "Recital", "Clause", "schedule", "Appendix" or "Annexure" is a reference to a recital and clause of, and schedule, appendix or annexure to, this Agreement, all of which form an integral part of this Agreement;
(f)a "Paragraph" is a reference to a paragraph of the Clause or Schedule in which such reference appears;
(g)writing includes all modes of representing or reproducing words in a legible, permanent and visible form;
(h)the singular includes the plural and vice versa;
(i)a gender includes all genders;
(j)a date or time of day is a reference to Malaysian date or time; and
(k)any Malaysian legal term shall, in respect of any jurisdiction other than Malaysia, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.
21.1.2Headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this Agreement.
21.1.3Any thing or obligation to be done under this Agreement which requires or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day.
21.1.4Where an act is required to be done within a specified number of days after or from a specified date, the period is exclusive of the date so specified and if any period of time falls on a day which is not a Business Day, then that period is to be deemed to only expire on the next Business Day.
21.1.5Unless a contrary indication appears, a reference in this Agreement to "including" shall not be construed restrictively but shall mean "including without prejudice to the generality of the foregoing" and "including, but without limitation".
21.1.6No rule of construction applies to the disadvantage of a party because the party is responsible for the preparation of this Agreement or any part of it.
21.2.1In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meaning:
additional services as set out in Schedule 1 (Additional Services);
with respect to any party, any entity directly or indirectly controlled by, or controlling, the said party or any subsidiary of the aforesaid;
a day on which the banks are open for business in Kuala Lumpur, Malaysia and excludes weekends or public holidays;
a Member, who purchases Products on the Platform;
the terms and conditions which a Buyer agrees to or deems to have agreed to in order to use the Platform to purchase Products;
the fees chargeable by Mecan on each Successful Transaction at specific rates as more particularly specified in the Schedule 2 (Fees);
any information proprietary to a party to this Agreement or an Affiliate thereof, that is disclosed to the other party to this Agreement or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances;
Product information, text, images, and any other relevant and/or legally required information in relation to the listing of Products on the Platform, including third parties' and the Seller's Intellectual Property Rights related materials;
the term "counterfeit" encompasses a product that was made in exact imitation of an existing brand with the intention to deceive or defraud and may include, but is not limited to:
(a)a product that violates any local country laws in which they are sold;
(b)a product that is a fake or a replica of an existing official product;
(c)a product that has never been produced by a specific brand;
(d)a product that is significantly under-priced;
(e)a product containing a registered trademark on the product, the packaging or anywhere related to the product without the authorisation of the trademark owner;
(f)a product that contains specific design elements (e.g. cartoon characters or colourways) protected by a trademark; without the authorisation of the trademark owner;
(g)a product that bears such similarities with other products (e.g. a replica of a branded item with or without altered logos) without the authorisation of the trademark owner;
(h)a product that has no visible trademark on the product image on the listing, but the delivered product includes a trademark; and
(i)usage of a photo on the listing that contains the trademark of a brand;
"Customer Service Centre"
Mecan's customer service department;
the charges for delivery of the Products to the address as specified by the Buyer at the time of purchase on the Platform, borne by the Buyer;
an enquiry made by a Buyer or potential Buyer in respect of a particular Product, which is submitted via the Q&A section on the Platform;
the fee payable to Mecan for the Services as more particularly set out in Schedule 2 (Fees);
any event or cause beyond a party's reasonable control such as, but not limited to:
(a)act of God, explosion, flood, tempest, fire or accident;
(b)war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
(c)Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d)import or export regulations or embargoes;
(e)interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Mecan or of a third party); and
(f)health epidemics declared by the World Health Organisation;
a Seller whose principal place of business for the sale of the Products is outside Malaysia;
"Intellectual Property Rights"
all intellectual property rights howsoever arising and in whatever media, whether or not registered, including copyright, confidential information, trade secrets, goodwill, patents, trade marks/service marks, trade names, registered designs and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
the logistic provider approved by Mecan and appointed by the Seller for the delivery of the Products. For the avoidance of doubt, the agreement for provision of logistic services are to be entered into between the Logistic Provider and the Seller;
Mecan App Sdn Bhd (Company No.: 962465-W), a company incorporated under the laws of Malaysia having its registered office at 6-1, Tower 2B, UOA Business Park 40150 Shah Alam, Selangor, Malaysia;
member of the Platform, registered either as a Buyer or a Seller, who has agreed to be bound by the Buyer Agreement or this Agreement, respectively and who is entitled to use the Platform to purchase and/or sell Products to other Members via the Platform;
a request placed by a Buyer on the Platform for the purchase of a particular Product;
a notification issued to the Seller via the Platform system, upon a Buyer placing an Order;
"Payment Gateway Fees"
the fees payable for payment gateway services, being services for third party authorisation and processing of online payments on the Platform, chargeable on each Successful Transaction at such rate as set out in Schedule 2 (Fees) or as otherwise determined by Mecan;
the online market place owned and operated by Mecan, and known as "www.mecan.trade", being an e-commerce platform that enables Transactions between registered Members, having its domain at www.mecan.trade;
shall collectively refer to:
(b)all other policies posted on the Platform from time to time;
Mecan's policy relating to the processing, collection, use, disclosure and management of personal data on or through the Platform;
Seller's products and/or services listed for sale on the Platform;
the selling price at which a Product is offered for sale on the Platform, which shall include all applicable taxes under the relevant laws;
Products which are prohibited to be advertised, offered for sale and/or sold on the Platform as set out in Schedule 4 (Prohibited Products);
has the meaning as set out in Paragraph 2.1.2 of Schedule 6 (Cancellation, Refund and Replacement);
a Member who sells the Products through the Platform, subject to the terms and conditions as contained in this Agreement. The word 'seller" whenever used in this Agreement, depending on the context in which it occurs, refers to one or more of the following:
(b)local business seller (with business / company registration); or
(c)global seller member (with business / company registration);
'seller Service Levels"
the minimum levels of service required by the Seller in the performance of the Seller's obligations as a Seller on the Platform, as more particularly specified in Schedule 7 (Seller Service Levels);
the final amount due to the Seller for each Successful Transaction, such amount to be calculated by deducting the following from the Transaction Amount:
(a)Commission and Payment Gateway Fees payable by the Seller to Mecan; and
(b)Trade Rebate (if any);
has the meaning as set out in Clause 2.1.4;
a successful purchase transaction of the Products, for which each of the following steps has been completed:
(a)a Buyer places an order and makes payment for the purchase of the Products from the Seller via the Platform;
(b)the Seller successfully deliver the Products to the Buyer; and
(c)the Platform system updates and displays the status for that particular Transaction as having been completed;
such amount of rebate as the Seller may at its sole and absolute discretion determine (but is not obliged) to give to the Buyer for the purchase of Product;
"Tranche 1 of the Seller's Amount"
the amount derives from the following formula:
(0.4 x Transaction Amount) - (0.4 x Commission) - (0.4 x Payment Gateway Fees) - (0.4 x Trade Rebate) (if any);
"Tranche 2 of the Seller's Amount"
the amount derives from the following formula:
(0.6 x Transaction Amount) - (0.6 x Commission) - (0.6 x Payment Gateway Fees) - (0.6 x Trade Rebate) (if any);
a sale and purchase transaction of the Products between a Buyer and a Seller which is conducted online via the Platform; and
the gross payment received from Buyers by Mecan for the purchase of Products on the Platform, being the Product Price plus the Delivery Fee.
If opted by the Seller, Mecan may but not be obliged to procure third parties to provide the following additional services:
(a)conducting market study of the Products;
(b)analysing consumer behaviour and live trend;
(c)preparing industry benchmark in relation to the Products;
(d)marketing and promotion of the Products on social media;
(e)design of product packing or logo;
(f)warehousing services; and
(g)custom clearance services.
1.The Seller shall pay the following Fees in consideration of the Services.
12% of the Price
Payment Gateway Fees
3% of the Transaction Amount
For the avoidance of doubt, the fees for delivery and warehousing of Products are charged by Logistics Provider and are not included in the Fees above.
2.The deposit and set up fee shall be payable upon registration of the Seller as a Seller on the Platform.
3.The management fee is payable:
(a)on the first day of the calendar month if the Seller opts to pay the management fee on a monthly basis; or
(b)on the first day of the twelve (12) months' period commencing on the date of the Seller's registration as a Seller and on the first day of every subsequent twelve (12) months' period thereof, if the Seller opts to pay the management fee on an annual basis.
4.The Commission and Payment Gateway Fees shall be deducted from the Transaction Amount in the manner set out in Schedule 3 (Seller's Amount). Notwithstanding the foregoing, the Seller shall remain liable to pay the Commission and Payment Gateway Fees to Mecan until the full amount of the Commission and Payment Gateway Fees due and payable by the Seller to Mecan is paid in full.
5.Subject to Paragraph 6 below, the deposit shall be refunded to the Seller not later than thirty (30) from the termination of this Agreement in accordance with Clause 18.3.1 provided that there is no breach by the Seller of this Agreement, which has not been rectified to the satisfaction of Mecan.
6.Mecan is entitled to set off any amount owing from the Seller against the deposit.
7.Mecan will waive the setup fee and management fee until 31 December 2020.
1.The Seller's Amount shall be calculated by deducting the Commission, Payment Gateway Fees and Trade Rebate (if any) on all Successful Transactions in the following manner:
(a)Commission shall be calculated based on the Product Price at the rate stated in Schedule 2 (Fees); and
(b)Payment Gateway Fees shall be calculated based on the Transaction Amount at the rate as stated in Schedule 2 (Fees).
2.Mecan will deduct the Commission, Payment Gateway Fees and Trade Rebate (if any) from the Transaction Amount for each Successful Transaction, and the balance, being the Seller's Amount, shall be deposited into Mecan's designated bank account ("Mecan's Account"). The corresponding Seller's Amount for each Successful Transaction will be reflected on the Seller's account on the relevant webpage on the Platform which may be accessed by the Seller through a combination of username and password ("Mecan Wallet"). The Mecan Wallet will show the total amount of the Seller's Amount credited to the Seller at any point in time.
3.The Seller may request for any amount from the total Seller's Amount credited to the Seller as shown on the Mecan Wallet to be transferred from Mecan's Account to the Seller's bank account by clicking on the relevant button on the Mecan Walllet Page. The said transfer shall take not more than five (5) Business Days from the day the Seller makes such request in accordance with this Paragraph 3.
4.The Seller's Amount for each Successful Transaction shall be deposited into Mecan's Account, reflected on the relevant Mecan Wallet and available for the Seller to request for transfer to the Seller's bank account in accordance with Paragraph 3 of this Schedule in the following manner:
(a)if the Transaction Amount is less than USD2,500, within seven (7) Business Day from the date when the Product is received by the Buyer;
(b)where the Transaction Amount is equal or more than USD2,500,:
(i)Tranche 1 of the Seller's Amount not later than three (3) Business Days from the date when the Platform System has been updated with the details of the bill of lading or airway bill or such other documents to prove that the Product is ready to be delivered by the Logistics Provider in accordance with Clause 8.2.3; and
(ii)Tranche 2 of the Seller's Amount not later than seven (7) Business Days from the delivery of the Products in accordance with this Agreement or where the Buyer has any complaint in respect of the Product, on the day immediately after the Seller resolves the complaint in accordance with Paragraphs 2.1.2, 2.1.3 and 2.1.4 of Schedule 6 (Cancellation, Refund and Replacement) within the Resolution Period.
Mecan's obligation to transfer and pay the Seller's Amount or any part thereof under this Agreement shall only arise in the event Mecan receives the corresponding Transaction Amount from the Buyer.
5.The amount reflected on the Mecan Wallet is not transferable to any other party and may not be used for any purpose other than to be transferred to the Seller's bank account in accordance with Paragraph 3 of this Schedule.
6.Mecan may delay, suspend or cancel any payment of the Seller's Amount in the event the Seller breaches any term of this Agreement or Policy and any payment made to the Seller will not in any way be considered as a waiver of Mecan's rights.
7.If Mecan is of the view that the Seller's actions and/or performance in connection with this Agreement or the Policies are likely to result, or have resulted, in disputes, chargebacks or other third party claims, or if there are any sums owed by the Seller to Mecan, then Mecan may, at its sole discretion, withhold any payment of the Seller's Amount for the longer of: (i) the completion of any investigation regarding Seller's actions or performance; or (ii) the resolution of any dispute.
8.To the extent required by the laws, Mecan will be entitled to withhold any and all taxes, duties, fees and other charges in connection with any Order, payment or otherwise under this Agreement or otherwise. In the event Mecan is required under the laws of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to the Seller, Mecan will make such deduction or withholding as required and the amount payable to the Seller will be reduced by any such amount if necessary.
1.Tobacco and nicotine products
Cigarettes including kretek and cigars
E-cigarettes (including liquids, kits, atomisers, tanks, mods and other accessories)
Tobacco or herb grinder
Wine, beer, champagne and other spirits
3.Coin and currency
Includes bitcoin and e-currency
Products and services requiring licence from Bank Negara such as insurance, unit trust, stockbroking, FOREX trading and loans
Pharmaceutical products containing substances banned by the Ministry of Health of Malaysia or the relevant authority under the applicable jurisdictions
Unregistered pharmaceutical products (where such products require registration)
Unregistered medical devices
HIV test kits
Toys without Malaysian Conformity (MC) mark
Realistic replicas of guns and accessories
Guns and accessories
Foods claiming medical or health benefits not allowed by the Ministry of Health of Malaysia or the relevant authority under the applicable jurisdictions
10.Products infringing a third party's Intellectual Property Rights
Replicas, Counterfeits or pirated versions of an original product
Adult toys or lingerie which depict genitalia, use explicit language/content in product listing
Non-standard or non-certified telecommunications equipment, which do not comply with technical and safety requirements
13.Electric and electronics equipment
Non-standard or non-certified electric and electronics equipment, which do not comply with technical and safety requirements
Non-halal products or services which use the "halal" sign unlawfully
15.Animal and wildlife products (including, without limitation, wild animals)
16.Artifacts and Antiquities
17.Counterfeit currency and stamps
18.Credit and debit cards
19.Currency including, without limitation, digital currency
20.Drugs, medicines, drug-like substances and associated paraphilia
21.Telecommunication equipment that has not been registered with the Malaysian Communications And Multimedia Commission (MCMC), and electronic surveillance equipment and other similar electronic equipment such as cable TV de-scramblers, radar scanners, traffic signal control devices, wiretapping devices and telephone bugging devices
23.Firearms, weapons such as replicas, stun guns, etc.
24.Prohibited Food: For the safety of our Users, Sellers may not list the following food and food related items on our Site:
25.Listings containing medicinal claims - that is, a claim that the item is intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in humans and/or animals, contraception, inducing anesthesia or otherwise preventing or interfering with the normal operation of a physiological function, whether permanently or temporarily, and whether by way of terminating, reducing or postponing, or increasing or accelerating, the operation of that function or in any other way (for example, pharmaceutical drugs, misbranded dietary supplements);
26.Noxious food items - Food which contains any prohibited substances or substances in excess of permitted proportions, adulterated food without fully informing Buyer at the time of sale of the nature of the transaction;
27.Wild mushrooms; and
28.Any other food items hazardous to human health.
29.Food not falling into the Prohibited Food category above must adhere to these minimum standards and guidelines:
30.Expiration dates - all food items must be clearly and properly labelled with an expiration or "use by" date. Expired food items must not be listed.
31.Sealed containers - all food and related products sold on the Site should be packaged or sealed to ensure that Buyer can identify evidence of tampering or defect.
32.Perishable food items - Sellers who list perishable items should clearly identifying the item description the steps that they will take to ensure that the goods are properly packaged.
33.Government or Police related items such as badges, insignia or uniforms
34.Human parts or remains
38.Potentially infringing items: Items including but not limited to replicas, counterfeit items, and unauthorized copies of a product or item which may be in violation of certain copyrights, trademarks, or other intellectual property rights of third parties.
39.Services: Unless expressly allowed by MeCan Trade, the provision of services, including but not limited to services that are sexual, illegal in nature or in violation of the Terms of Service, are prohibited on MeCan Trade's platform.
42.Shares, stock, other securities and stamps
43.Obscene, seditious or treasonous materials
44.Publications, books, films, videos and/or video games that do not comply with applicable laws in the country of sale and/or delivery
47.And any other items illegal or restricted in the jurisdiction of the Buyer and/or the Seller or which otherwise encourage illegal or restricted activities.
49.Immoral Activities Related
53.High-Brand Risk Merchants (refer to Visa Core Rules and Visa Product and Service Rules 10.4.6.1) includes:
54.Direct Marketing - Travel-Related Arrangement Services
55.Direct Marketing - Outbound Telemarketing Merchants
56.Direct Marketing - Inbound Telemarketing Merchants
57.Betting, including Lottery Tickets, Casino Gaming Chips, Off-Track Betting, and Wagers at Race Tracks)
58.Drug Stores, Pharmacies
59.Drugs, Drug Proprietaries, Druggist Sundries
60.Cigar Stores and Stands, for Merchants that sell cigarettes in a Card-Absent Environment
61.Other items prohibited by law
Unlawful multi-level marketing schemes or pyramid schemes
Uniforms of police and armed forces
Items that promote racism, violence, hatred or offends religious beliefs
1.Temporary or permanent suspension of the affected Product listing.
2.Cancellation of Transaction.
3.Loss or forfeiture of all or part of Seller's Amount.
4.Deferment of payment of all or part of Seller's Amount.
5.Set-off of any financial penalties imposed or costs to be recovered, against all or part of Seller's Amount, including future amounts as yet uncollected (where the existing Seller's Amount is insufficient to cover such penalties or costs).
6.Limits placed on Seller account privileges.
7.Downgrading of Seller's rating status, if applicable.
8.Suspension or termination of membership.
9.Imposition of financial penalties in such amounts as may be provided for under this Agreement.
10.Claims for damages or loss caused by breach or non-compliance.
11.Delist of any or all Products from the Platform.
12.Issuance of warning letters by Mecan.
CANCELLATION, REFUND AND REPLACEMENT
1.1.Cancellation by Seller
1.1.1.If any Order or Transaction is cancelled due to reasons attributable to the Seller, including unavailability of stock for the Products, delay in sourcing the Products and/or Product wrongly advertised or wrongly priced by the Seller, Mecan shall be entitled to impose on the Seller a monetary fine of RM50 for each cancelled Order or Transaction any and all of the penalties as set out in Schedule 5 (Penalties), at Mecan's discretion.
1.1.2.In the event of cancellation pursuant to Paragraph 1.1.1, Mecan or the Seller (if the Seller's Amount for cancelled Order or Transaction has been paid to the Seller), as the case may be, shall refund the Transaction Amount in full to the Buyer within three (3) Business Days of such cancellation.
1.2.Cancellation by Mecan
1.2.1Mecan shall have the discretion to cancel the Transaction at any time where it deems it necessary, if:
(a)the Transaction is prohibited by law;
(b)the Transaction will breach the terms and conditions of this Agreement;
(c)the cancellation is to protect the interests of the Buyer, Seller and/or any relevant third party; or
(d)there are any electronic, operational, server, system or technical error.
The Buyer and the Seller will be notified of the cancellation above in writing. The Seller shall refund the Transaction Amount to the Buyer after deducting the administrative fees, processing fees and banking charges.
1.2.3Where the Products are to be delivered from the Seller or the Seller's storage point to the address for delivery specified by the Buyer which are within the same country, in the event any Product is not delivered in full after ten (10) Business Days from the date "Order Confirmed", Mecan may cancel the Order or Transaction and notify the Seller and Buyer in writing of such cancellation. In such instance, Mecan shall be entitled to impose on the Seller, a monetary fine of RM50 or equivalent currency for each cancelled Order or Transaction and/or any and all of the penalties as set out in Schedule 5 (Penalties), at Mecan's discretion.
Where the Products are to be delivered from the Seller or the Seller's storage point to the address for delivery specified by the Buyer which are not within the same country, in the event any Product is not delivered in full after twenty (20) Business Days from the date "Order Confirmed", Mecan may cancel the Order or Transaction and notify the Seller and Buyer in writing of such cancellation. In such instance, Mecan shall be entitled to impose on the Seller, a monetary fine of RM100 or equivalent currency for each cancelled Order or Transaction and/or any and all of the penalties as set out in Schedule 5 (Penalties), at Mecan's discretion.
1.2.4Paragraph 1.2.3 shall not apply to Products which the Seller has expressly stated on the Product page that such Product are subject to pre-orders, pre-determined delivery dates or any other exceptions which are approved by Mecan in writing. In order for the Seller to rely on this Paragraph, the Seller shall ensure that the timelines for delivery are clearly stated in the description of the Product page to enable the Buyers make an informed decision.
1.2.5In the event of cancellation pursuant to Paragraph 1.2.3, Mecan or the Seller (if the Seller's Amount for the cancelled Order or Transaction has been paid to the Seller), as the case may be, shall refund the Transaction Amount in full to the Buyer within five (5) Business Days of such cancellation.
1.3Cancellation by Buyer
1.3.1After Order Confirmed
Once the Order has been confirmed in accordance with Clause 8.1.2, any cancellation will require the Seller's approval, subject always to the terms of this Agreement.
1.3.2Cancellation Not Allowed After Delivery
Once a Product has been sent out to the Buyer, the status for the Order on the Platform shall be changed to "Delivery in Progress". The Order cannot be cancelled from this point onwards.
2.EXCHANGES, RETURNS AND REFUNDS
2.1Defective Products or Products Do Not Conform to Written Descriptions
2.1.1In the event the Buyer rejects the Product on the grounds that the Product is faulty, defective or damaged, or the Product delivered does not conform to the written specification or descriptions as stated on the Seller Product page, the Buyer must notify the Seller via the Platform within seven (7) days from the receipt of the Product ("Rejection Period").
2.1.2Upon the Buyer's notification in accordance with Paragraph 2.1.1, the Seller shall:
(a)investigate the Buyer's complaint;
(b)determine whether the Buyer's complaint is justifiable or has merits; and
(c)if the Buyer's complaint is justified or with merits,
(i)be entitled, at the Seller's sole and absolute discretion, determine whether the Buyer will receive a refund or replacement for the Product; and
(ii)refund or replace the Product,
within fourteen (14) days commencing on the day immediately after the Rejection Period ("Resolution Period").
2.1.3In the event the Product is found to be defective, faulty or damaged due to no fault of the Buyer, the Seller shall be responsible for all costs associated with the return and refund or replacement. The Buyer will be required to provide receipt or evidence of the costs involved.
2.1.4If the Seller determines that the Product is defective, faulty or damaged and that such defect, fault or damage is attributed to mishandling of the Product by the Buyer, the Seller will not be liable to accept / replace the Product. In such instance, if the Buyer has returned the Product to the Seller, the Buyer shall be responsible for all costs associated with the return of the Product to the Seller and back to the Buyer.
2.2.1In the event that the Logistics Provider fails to deliver the Products to the Buyer after three attempts, such Products shall be returned to the Seller. Upon verification by the Seller, Mecan shall proceed to close the Order and refund the Product Price. Mecan shall be entitled to blacklist the Seller or Buyer in the event of such delivery failures. The Seller shall indemnify Mecan from all costs associated with the delivery, return and refund of the Products.
2.3Non-returnable or exchangeable Products
2.3.1The Buyer is not allowed to return or exchange the following Product(s), unless such Product(s) is defective, had expired or wrongly delivered:
(a)Product(s) delivered from outside Malaysia;
(b)gadgets and electronics;
(c)lingerie and underwear;
(d)food items, fast moving consumer goods;
(f)hosiery, shapewears and bodyshapers;
(h)beauty and skincare products;
(j)customised products; or
(k)ticket, hotel reservations and vouchers, airline tickets, concert tickets or Product(s) of similar nature or descriptions.
3.1.1Non-compliance with the provisions of this Schedule shall entitle Mecan to impose on the Seller any and all the of the penalties as set out in Schedule 5 (Penalties) as Mecan shall determine at its discretion.
3.1.2Mecan shall not be responsible for any risk or be liable for any claims, demands, expenses, losses, cost or damages in connection with the return of any Products.
SELLER SERVICE LEVELS
Leadtime from status of "Preparing for Delivery" to "Delivery in Progress" on the Platform -
(a)for local Sellers - within 24 hours
(b)for Foreign Sellers - within 48 hours
2.Seller Order Cancellation
Cancellation rate to be less than 1% of Seller's total Orders
3.Customer Service Responsiveness Score
Resolution of more than 90% of customer service trouble tickets within 72 hours of creation
4.Claims Management (Returns, Refunds, Exchanges) Resolution score
Partial fulfilment /defect rate of less than 1% of Seller's total Orders
5.Seller's Claim Management Resolution Score
Resolution of claims request within 96 hours of submission
6.Seller Q&A inquiries resolution score
Resolution of Seller Q&A inquiries within 72 hours of submission
SPECIFIC TERMS AND CONDITIONS FOR FOREIGN SELLER
1.A Foreign Seller may list its Products on the Platform for international Transaction provided that all listings and transactions shall comply with the applicable laws of Malaysia and any other relevant jurisdictions.
2.A Foreign Seller shall ensure that any Product sold must clearly state any potential compatibility issues such as power plug and power voltage differences, lack of a manual in local language, non-applicability of warranty overseas or method of claiming under such warranty. In the event that this is not clearly stated in the Product listing and causes confusion or misunderstanding on behalf of the Buyers, Mecan reserves the right to immediately suspend such Product listing until the information is properly and accurately reflected by such Foreign Seller, and to further approve the refund or exchange such Product to the Buyer, with all costs to be borne by and/or recoverable from the Seller.
3.A Foreign Seller is advised to obtain legal advice in relation to familiarization with its local laws including the laws of Malaysia, as the Foreign Seller is responsible for ensuring that transactions on the Platform are lawful in all relevant jurisdictions.
4.The Foreign Seller shall ensure that any Product that is sold on the Platform can be lawfully delivered outside of the country where the Foreign Seller is located, and that such Product can also be lawfully exported into the country of its destination.
5.Please note that a Buyer is considered the importer on record for any Product imported into Malaysia, and import duties and taxes may be levied once a shipment reaches Malaysia or any other country of destination.
6.Any and all additional charges for customs clearance shall be borne by the Foreign Seller. Mecan may settle all such additional charges on the Foreign Seller's behalf, with all costs to be borne by and/or recoverable from the Foreign Seller.
7.Any bank fees applicable for the cross-border shall be borne by the Foreign Seller, and Mecan shall deduct the same prior to transferring the Seller's Amount.
GENERAL TERMS FOR LOGISTICS SERVICES
1.Save as otherwise provided in this Agreement, the Seller will be responsible for all costs incurred for delivery of the Products. The Seller shall be responsible to pay or reimburse any costs assessed against or incurred by Mecan in relation to delivery of the Products. The Seller will also be responsible for payment of all customs duties, and taxes and any other charges related to the delivery and custom clearance of the Products.
2.Mecan will not be listed on any import documentation relating to the Products. Mecan may refuse to accept the Products, and to cancel the Orders, where it is listed on the import documentation, and any costs, penalties, taxes or duties assessed against or incurred by Mecan will be charged to the Seller.
3.The Seller must comply with the standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping requirements as may be notified by the Logistics Provider to the Seller.
4.Save as otherwise provided in this Agreement or agreed by Mecan, at no point in time will title to the Products pass to Mecan or its sub-contractors (if any). Mecan or its contractors or sub-contractors will not be or deemed to be the merchant on record of the Products.
5.Risk of loss or damage to the Products will remain with the Seller unless risk is transferred to the Buyer in accordance with the Buyer Agreement.
6.Mecan may, in its sole discretion or at the direction of any government or law enforcement authority, at any time and without notice, open and inspect any Product.
7.Mecan will, subject to any applicable law, have a lien on any Products in Mecan's possession for any Fees due and owing to Mecan from the Seller.