This Agreement (“Agreement”) govern and apply to the websites, content, products, and services ordered and used by you (“Reseller”) that are made available by Commerce DotAsia Enterprise Sdn. Bhd. through Igniter.asia (“Igniter.asia”) (“Services”).
Igniter.Asia reserves its right to change, modify, review or delete any of the terms herein in its discretion. No further notice will be provided on the updates and/or changes and Reseller’s continued usage of the Services shall be deemed to constitute its acknowledgement and acceptance of those changes. Igniter.asia may immediately terminate any Services with respect to the Reseller, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
GENERAL TERMS AND CONDITIONS
- ASIA SERVICES
- Asia hereby agrees to provide the Services to the Reseller upon the terms and conditions herein contained and in such manner and/or procedures so deemed fit by Igniter.asia following its standard operating procedures.
- Third Party Service Provider(s)
- Asia may at any time or from time to time sub-contract, assign and/or appoint its affiliates and/or any third party service provider(s) to provide the Services and/or part thereof at its may deem fit.
- The Reseller acknowledges that Services or part thereof to be provided by third party service provider(s) will be subjected to the service terms and conditions of such third party service providers; of which, the Reseller hereby confirms and agrees to be bound by the same accordingly.
- A copy of the third party service provider’s terms and conditions will be furnished or caused to be furnished by Igniter.asia upon request.
- Asia’s obligations to provide and continue to provide the Services shall at all times be conditional upon the Reseller’s compliance with and adherence to:
- All the terms in this Agreement, particularly but not limited to Clause 3; and
- All the service terms and conditions of the third party service provider(s).
- Asia is an independent service provider providing dropship service and outsourced management services to the Reseller in connecting, liaising, coordinating, administrating and managing various services and/or providers for online retail and/or ecommerce transactions. Nothing in this Agreement shall constitute or deemed to constitute partnership between the parties or constitute any party to be the agent of the other party or otherwise entitle any party to have the authority to bind the other party for any purpose.
- TERM OF AGREEMENT
- This Agreement shall have effect on and from the date of Reseller’s acceptance of this Agreement and shall continue in force for a period of monthly/yearly unless otherwise terminated in accordance with the provisions herein.
- Unless otherwise agreed by the parties, the term of this Agreement shall be automatically renewed for a subsequent term of similar duration upon the same terms and conditions of this Agreement or upon such additional amended varied or modified terms as may be mutually agreed by the parties.
- PAYMENT TERM
- Payment made by the buyer will first go to Igniter.asia. Once the buyer has confirmed that he/she has received the product or once the Safety Period ends (whichever is earlier), the payment will be released by Igniter.asia to the Reseller’s bank account as registered with/notified Igniter.asia through withdrawal requisition. After which, the status of the transaction to reflect “Purchase Completed” will be reflected on the Website.
“Safety Period” denotes Fourteen (14) days from the day the buyer has received the product as reflected in Igniter.asia or third party service provider’s record.
“Website” denotes www.igniter.asia
- In consideration of the Services, the Reseller shall pay to Igniter.asia a monthly “Transaction Fees” at the sum set forth in the plan attached marked as Igniter.asia’s Services Rate Card.
Igniter.Asia will issue an invoice to the Reseller for the Transaction Fees together with any prescribed govt tax on monthly basis based on the Reseller’s products sold.
- The Reseller shall make the payment to Igniter.asia, within Fourteen (14) business days from the date of Igniter.asia’s invoice. Failing which, Igniter.asia shall, without prejudice to any other rights and remedies available, be entitled to charge interest at the rate of Eight percent (8%) per annum accrued on such outstanding sum on a daily basis.
- In the event the Reseller disputes on Igniter.asia’s invoice, the Reseller shall notify Igniter.asia in writing upon receipt of the same (in any event shall not be later than Seven (7) days from the invoice date) and the parties shall forthwith initiate reconciliation process through their respective authorized representatives. The decision made by Igniter.Asia shall be binding and conclusive.
- For avoidance of doubt, the parties acknowledge and agree that:
the Reseller shall be liable to pay for the amount of govt tax at the prescribed rate accrue on all payments pursuant to and/or in connection with this Agreement, including without limited to Transaction Fees, service fees
- RESELLER’S UNDERTAKINGS
- The Reseller acknowledges and agrees that:
- DROPSHIPPING AND DELIVERY SERVICES
Igniter.Asia shall provide and/or caused to be provided the service in collecting the products and delivering the products to the buyers and/or its designated addressee.
- On top of the Transaction Fees payable to Igniter.asia, the Reseller shall be liable to pay for delivery charges based on the shipment charges set forth in the Services Rate Card or such rates so determined by the relevant service provider(s) from time to time.
For avoidance of doubt:
- all product delivery to Reseller’s buyers will only be arranged upon deduction of the product cost and shipping fees from the Reseller’s Account.
- Reseller must ensure there is sufficient credit balance in the Reseller Account to perform the transaction.
- Reseller must ensure delivery addresses are correct when the order is finalize. Any cost incurred on wrong delivery due wrong address shall be borne by the Reseller.
- The Reseller confirms and acknowledges that Igniter.asia and/or the appointed third-party service provider(s) may decline to deliver any of the following items including not limited to:
- explosives, firearms or other offensive weapons, flammable or hazardous materials, poisonous or infectious substances, blood or blood products (whether infectious or not);
- human or animal remains, memorial tablets or any items for use in religious ceremonies;
- live animals
- illegal narcotics or drugs; and
- any other good that is unable to be stored in the sole opinion of Igniter.asia and/or the appointed third-party service provider(s).
(g) The Reseller further acknowledges that:
- the delivery service will be performed on best effort basis without providing guarantee or warranty as to the delivery on any preferred date; and
- Igniter.asia and/or the appointed third-party service provider(s) shall not be liable for any damage or loss caused by the delay.
- Igniter.asia shall in no circumstance be liable to any non-delivery, damage and/or lost in transit of products , unless otherwise expressly provided in the service terms of the relevant third-party service provider(s).
- Any claims for damage, loss and/or delay of the delivery items shall be made by the Reseller to Igniter.asia upon discovery of the same and Igniter.asia shall then initiate reconciliation process between the Reseller and the third-party service provider(s) accordingly
- WARRANTIES REPRESENTATIONS
- The Reseller warrants and represents that:
- it has full power, authority, and right to perform its obligations under this Agreement;
- this Agreement shall form a legal, valid, and binding obligation of the Reseller and shall be enforceable against it in accordance with terms and conditions herein contained;
- all information provided by the Reseller as contemplated in this Agreement is accurate, complete and correct;
- it has obtained (and shall obtain and maintain throughout the term of this Agreement) all necessary licenses, consents and permissions relevant to this Agreement and the transactions contemplated hereunder;
- all data and information provided by the Reseller to Igniter.asia shall be in compliance with all applicable laws and regulations and in accordance with any guidelines, standards and relevant codes of practice; and
- it will be solely responsible for the content, quality, authenticity and value of its products; and
- it will not involve attempts to copy, reproduce, exploit or expropriate Igniter.asia’s various proprietary directories, databases and listings.
The Reseller acknowledges that Igniter.asia has entered into this Agreement in reliance on its representations and warranties made herein; and the Reseller undertakes to forthwith inform Igniter.asia in writing on any change affecting the Reseller or its operations.
- The Reseller further acknowledges and agrees that:
- any products, content or transactions the Reseller submitted, displayed and/or posted on any website, social media or e-commerce marketplace as contemplated under this Agreement shall not in whatsoever manner:
- involves false, inaccurate or misleading content or involves the sale of illegal, counterfeit or stolen goods;
- infringes or misappropriates any person’s copyright, patent, trademark, trade secret or other proprietary rights;
- not contain information that is discriminatory or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
- not contain any link directly or indirectly to any other web site which includes any content that may violate the terms herein;
- violates any laws, statute, ordinance, regulation, governmental guideline or policy in Malaysia and/or such other applicable jurisdictions;
- displays content that is indecent, obscene, false, menacing, or offensive in character with intent to annoy, abuse, threaten or harass any person or otherwise infringes the requirements of the Content Code published by the Malaysian Communications and Multimedia Commission. Without prejudice to the generality of the foregoing, it shall include content:
- that is defamatory, trade libellous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
- displays material containing pornography of any kind or any that exploits children under age of Eighteen (18) years; or
- displays content advocating, promoting or otherwise encouraging violence against any governments, organizations, groups or individuals or cruelty towards animal or that provides instruction/information or assistance in carrying out the same;
- accesses illegally or without authorisation any computers, servers, accounts or networks of Igniter.asia or any of its third party service provider(s), or attempts to hack into Igniter.asia’s or its third party service provider(s)’s security systems, having Igniter.asia or its third party service provider(s) to host or distribute any internet viruses or other harmful code, pinging, flooding, mail bombing or denial-of-service attacks, or disrupting others from effectively using Igniter.asia’s Services;
- involves the transmission of unsolicited commercial or bulk email (spamming) whether from or to Igniter.asia’s or its third party service provider(s)’s servers;
- participates in any activities relating to pyramid, ‘Ponzi’ schemes, gambling, sweepstakes, raffles, lotteries and all other illegal activities;
- harmful to Igniter.asia’s or its third party service provider(s)’s servers (including without limited to overloading the Igniter.asia’s or its third party service provider(s)’s services’ servers or other technical infrastructure);
- creates liability for Igniter.asia or its affiliates or third party service provider or contractors or exposes them to undue risk or otherwise is harmful to the Igniter.asia’s operations, reputation, or goodwill; or
- any other content that is not appropriate in the sole opinion of Igniter.asia and/or the appointed third party service provider(s);
- unless otherwise expressly provided herein, the Services are to be provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory;
Igniter.asia does not warrant that:
- the Services, and/or its interface in any of the e-commerce marketplaces will be uninterrupted, timely, secure, or error-free; and/or
- the quality of any products, services, information, or other material purchased or obtained by the Reseller through Igniter.asia will meet the Reseller’s or buyers’ expectations and Igniter.asia reserves the right to amend from time to time at Igniter.asia and the respective supplier or manufacturer’s sole discretion;
- in the event the Reseller shall fail refuse and/or neglect to comply with (i) any of the provisions in this Agreement, particularly without limited to this Clause 4, (ii) terms and conditions of the third party service provider(s), and/or (iii) all applicable laws, guidelines, codes and regulations in connection to the Services, Igniter.asia shall be entitled to forthwith suspend, take down and/or withdraw the Reseller’s webstore, its interface on e-commerce marketplaces and/or to suspend all the Services or part thereof under this Agreement.
- Reseller acknowledges and agrees that Igniter.asia shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services. Igniter.asia does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Reseller. Each Reseller is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
(7) LIMITATION OF LIABILITY
- To the fullest extent permitted by laws, asia shall not be liable, whether directly or indirectly for-loss of actual or anticipated profits, loss of goodwill, loss of business, loss of data and/or the costs of restoration of data, and/or any consequential loss or damage howsoever caused arising from including not limited to:
- Reseller’s use or the inability to use the Website or Services;
- any defect in goods, samples, data, information or services purchased or obtained by Reseller or any other third party through Igniter.asia;
- unauthorised access by third parties to data or private information of any Reseller; and
- any matters relating to Services however arising, including negligence.
- Without prejudice to the generality of the foregoing, the entire liability of Igniter.asia for all claims made in respect of or in connection with this Agreement, howsoever arising, shall in no circumstances exceed RM10,000.
(8) INTELLECTUAL PROPERTY
- Igniter.asia is the sole owner or lawful licensee of all the rights and interests in the Website and the content therein. All title, ownership and intellectual property rights in the same shall at all times remain with Igniter.asia, or licensor (whichever is applicable).
- All intellectual property or such other proprietary rights arising from and/or derived from the performance of this Agreement by Igniter.asia shall belong to and own by Igniter.asia including without limited to:
- all and any data and/or information in relation to and in connection with the Reseller and Reseller’s customers, purchasers, clients, sales records and all other data information database;
- all and any catalogues, advertisement and/or sales promotion materials produced or created by Igniter.asia in the course of performing its duties and responsibilities under this Agreement;
- all webstore updates, confidential and proprietary software, materials, data, information, content and/or tools used in connection with the Services or presented to the Reseller, and all other materials and services provided by or through Igniter.asia; and
- Either party shall not copy and duplicate any proprietary material of the other party in whole or any part thereof other than for performance of this Agreement. Nothing contained herein shall in whatsoever manner be construed as to commission or transfer intellectual property rights from one party to the other unless expressly provided.
(9) BREACH AND TERMINATION
- In the event either party shall:
- commit or allows to be committed any material breach of its obligations under this Agreement and if remediable shall fail to remedy such breach within Fourteen (14) business days after written notice has been given to it by the other party requiring such remedy;
- being a company, goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or an order of court is made for the whole or any material part of its assets;
- being an individual, commits an act of bankruptcy;
- enter into any composition or arrangement with its creditors other than in the ordinary course of its business; or
- have a receiver and/or manager appointed over the whole or any material part of its assets,
then in any such event and without prejudice to such other rights and remedies as the non-defaulting party may have, the non-defaulting party shall be entitled at its option to give notice in writing to the defaulting party thereby terminate this Agreement.
- Without prejudice to Igniter.asia’s other rights and remedies available hereunder or under the laws, Igniter.asia may suspend its performance under this Agreement until such time as the same are remedied or to terminate this Agreement with the right to restrict, refuse/ban any current or future use of any other Service that may be provided by Igniter.asia upon any of the following events:
- if the Reseller commits a material breach or persistent breaches of this Agreement, including, but not limited to, its duties under Clause 3;
- Igniter.asia has reasonable grounds to suspect that the Reseller has used stolen credit card or other false or misleading information in any transaction with a counter party;
- that the Reseller’s actions may cause financial loss or legal liability to Igniter.asia or its affiliates or any other Resellers in Igniter.asia’s sole opinion.
- Termination of this Agreement shall in no circumstances affect:
- the accrued rights or liabilities of the parties on the date of termination;
- the validity of any agreement arrangement and/or transaction made between the Reseller and the third party service provider(s) and/or the end-purchasers; and/or
- the Reseller’s obligations to fulfil its obligations in supplying and/or providing the products and/or services sold.
- Igniter.asia may, at any time and in its sole discretion, impose limitations on, suspend or terminate the Reseller’s use of any Service or the Website without being liable to the Reseller in the event Igniter.asia has received notice or is aware that the Reseller is in breach of any agreement or undertaking with any Igniter.asia’s affiliate and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Igniter.asia shall not be obligated to investigate such breach or request confirmation from the Reseller.
The Reseller agrees to defend, indemnify and hold Igniter.asia, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including, but not limited to, reasonable legal fees and costs) arising out of or relating to:
- the Reseller’s breach (or alleged breach) of the terms of this Agreement;
- the products and/or services supplied or to be supplied by the Reseller;
- any act, omission, refusal, default and/or infringement of intellectual property rights by the Reseller;
- breach of any intellectual property rights, laws, rules and regulations and/or negligence on the part of Reseller; and
- all such act and/or omission, whether wilfully or not and with or without knowledge, of the Reseller.
The parties hereby undertakes to each other that it shall not disclose to any other party at any time (whether during the subsistence of this Agreement or after termination thereof) any information obtained or such other relevant knowledge in connection to this Agreement and/or the Services, including but not limited to information on the trade and practices pertaining to the operational method, standard operating procedures, marketing statistics, pricing statistics, sales techniques, discount structures and advertising models, save for:
- those necessary disclosure to the third party service provider(s), employees, consultants, advisors and administrative staffs to whom and to the extent that such disclosure is reasonably necessary for the performance of this Agreement;
- Igniter.asia has the right to disclose information with any governmental authority, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing, or as a result of a subpoena or other legal action; and
- if Reseller is in breach of the terms herein, Igniter.asia has the right to publish the records of such breach on the Website and Igniter.asia may disclose the records of such breach to the authorities if such breach involves or is reasonably suspected of involving dishonest or fraudulent activities.
- Knowledge or acquiescence by any party of, or in, any breach of any of the provisions of this Agreement by the other party, failure to exercise and delay in exercising on part of any party any right, power or privilege under this Agreement shall not in any way operate as a waiver hereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
- Notwithstanding the termination of this Agreement, Clauses 5, 6, 8 and 9 shall survive and continue to be in force.
- Any notice of demand or request to be given shall be in writing and shall be sufficiently given or made to the other by serving such letter at or sending such letter:
- by hand or by registered post addressed to the others at the addresses stated herein or such other address as may from time to time be notified by the others for the purpose herein;
- by facsimile transmission addressed to the intended recipient thereof at its facsimile number stated hereof or at its facsimile number as may be notified from time to time; or
- by electronic mail addressed to the intended recipient thereof at its electronic address stated herein or such other address as may from time to time be notified by the others for the purpose herein,
and shall be deemed to be received at the time of delivery (if delivery by hand or by facsimile) or Forty-Eight (48) hours after sending / posting.
The corresponding address of the parties is:
- Igniter.asia is: Unit 03-11, Tower A, Vertical Business Suite, 59200 Bangsar South City, Kuala Lumpur;
- The address stated herein or the last-known correspondence address
- Unless expressly provided herein, any amendment, modification or alteration of any part of this Agreement shall be conferred upon and determined in writing by mutual consultation by the parties. The terms herein constitute the entire agreement between Reseller and Igniter.asia, and is in substitution of all prior written or oral agreements, understandings in relation to the same subject matter herein
- If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.
- The Reseller shall not assign its rights and obligations under this Agreement without the prior written consent of Igniter.asia. Igniter.asia shall be entitled to transfer or assign this Agreement or any of its rights thereunder to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, with a prior written notification to the Reseller.
- This Agreement shall be binding upon the heirs, personal representatives, assigns and successors-in-title of the parties.
- The cost and expenses arising out of and in connection with this Agreement and/or agreements arising out hereunder shall be paid by the Reseller, including without limited to stamp duty, registration fees and all taxes arising hereto but each party shall pay its own solicitors’ costs.
- This Agreement is governed by and interpreted in accordance with the laws of the Malaysia and each party hereby agrees to submit to the exclusive jurisdiction of the courts of Malaya.
- Igniter.asia shall not be held liable for any delay or failure or disruption of the content or Services resulting directly or indirectly from acts of nature, forces or causes beyond reasonable control, including without limitation to internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third party service providers.