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.
1 ACCEPTANCE 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 Bullmart Sdn Bhd
(“Bullmart” 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 Contracting Party
1.2.1 This Agreement is entered into between Bullmart Sdn Bhd ( “Bullmart” 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 Bullmart’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.
(e) if you are a Seller, you will not offer or reference your contact information or ask a Shopper, shopper, consumer, user or customer (“Customer”) for their contact information in the context of buying or selling or provision of services outside of the platform.
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 Bullmart reserves the right to amend this Agreement at any time, at its sole and absolute discretion. Bullmart 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 Bullmart 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 Bullmart harmless and indemnify Bullmart from any losses that the Seller may suffer therefrom.
1.5 This Agreement governs and regulates your:
1.5.1 Order, purchase, referral or acquisition of any products, merchandises, goods or services (“Products”) made available by the service providers, merchants, vendors, sellers, partners, distributors or resellers (collectively, “Seller”)
2 SERVICES FOR SELLER 2.1 Services
2.1.1 Bullmart provides an online transaction platform and ancillary services on the Platform which allow Users of the Platform to conduct Transactions.
2.1.2 Unless otherwise provided in this Agreement, Bullmart is not involved in the actual transaction between the Seller and Shopper.
2.1.3 The Seller authorises Bullmart 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 Shoppers’ payments, refunds and adjustments;
(c) remitting the Seller’s Amount; and
(d) paying to Bullmart, to Bullmart’s Affiliates and to third parties (including Shoppers) any amounts the Seller owes to them. As a payment processing agent, Bullmart will have no responsibility with respect to the legality of transactions occurring between the Seller and Shopper.
2.1.4 The following are the services (“Services”) provided by Bullmart 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 Shoppers;
(d) order verification;
(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.
2.1.5 If opted by the Seller, Bullmart may but not be 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.
2.1.6 The Seller shall pay the Fees as set out in Schedule 2 (Fees) in consideration of the Services.
2.1.7 Bullmart will provide the Seller information in relation to each Order as necessary under this Agreement.
3 USE OF PLATFORM 3.1 Seller’s Responsibility
3.1.1 In 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.
3.1.2 While 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 7 (Contents and Intellectual Property Rights);
(b) violate any laws, third party’s rights, or Bullmart’s policies including policies relating to prohibited items as set out in Clause 6.4 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 bullmart;
(e) transfer the seller’s account to another party without bullmart’s consent;
(f) copy, modify, or distribute the contents from the platform and bullmart’s intellectual property rights or involving any third party;
(g) collect information about the Users or third parties as may be available on the platform, including email addresses, without their consent; and/or
(h) use existing Users’s accounts or create new Users accounts in order to
circumvent or avoid, buying or selling limits, and other restrictions by bullmart.
3.2 Requirements to be a Seller
3.2.1 The Seller must register on the Platform to use the Platform and the Services. To complete the registration, the Seller must submit the following to Bullmart 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 bullmart;
(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 Bullmart, 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.
3.2.2 Bullmart may accept or reject the Seller’s application to be a Seller at its sole and absolute discretion, which decision cannot be contested.
3.2.3 The following are not eligible to register as Sellers to use the Platform and the Services: (a) franchisees;
(b) travel agents;
(c) such persons as may be deemed by bullmart 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) drugs, drug proprietaries, druggist sundries;
(vi) cigar stores and stands
(d) such other persons as may be determined by bullmart from time to time.
3.3 Bullmart’s Rights
3.3.1 Bullmart 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.
3.3.2 Without limiting other remedies, Bullmart may limit, suspend, or terminate the Platform, its Services and Users’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 Bullmart’s sole and absolute discretion, Bullmart is of the view that the Seller is or may be potentially creating problems or legal liabilities, infringing the Intellectual Property Rights of Bullmart and/or of third parties, in breach of any of the terms and conditions of this Agreement.
3.3.3 Bullmart may suspend or terminate the Seller’s account if the Seller is a recurring infringer of the Intellectual Property Rights of third parties.
3.3.4 Bullmart may subject the Seller or Products to mechanisms that rate, or allow Shoppers to rate or review the Seller’s and/or Products performance as a seller and Bullmart may make these ratings and reviews publicly available.
3.3.5 Bullmart 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 Bullmart (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).
3.3.6 In the event the Seller does not have sales of the Products or the Seller has been inactive for more than twelve (12) months, Bullmart reserves the right to cancel the Seller’s account and/or remove all Product listings from the Platform without notice to the Seller.
3.3.7 If there is any breach of this Agreement, Bullmart reserves the right to impose such penalties as set out in Schedule 5 (Penalties).
3.4 Limitation of Services or Platform
3.4.1 The Seller acknowledges that the availability of the Services and Platform is subject to: (a) availability of resources (whether resources are under the control of bullmart 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.
3.5 Limit of Transactions
3.5.1 The 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.
4 PAYMENT OF FEES 4.1 Fees
4.1.1 Bullmart charges Fees as set out in Schedule 2 (Fees) for joining as a Seller and provision of the Services.
4.1.2 All Fees chargeable on such Services are subject to taxes under all applicable laws and regulations, and Bullmart may charge the Seller such taxes additionally.
4.1.3 Without prejudice to any other rights and remedies which Bullmart has against the Seller, if any sums payable by the Seller to Bullmart under the any provisions of this Agreement become due and be unpaid, the Seller shall pay to Bullmart interest on the unpaid amount at the rate of 8% per annum until full settlement.
4.1.4 The platform supports one or more of the following payment methods: (a) Credit Card/Debit Card
(b) Online Payment (FPX)
(c) E-Wallet Payment (including GrabPay, Touch ‘n Go, Boost, etc.) (d) BullPay
(e) Bonus Wallet
4.1.5 When a Customer places an order on the platform, actual payment on any purchase will only be charged upon the Seller’s acceptance of the Customer’s order. All payments shall be made to us as the Seller’s agent. The Customer and Sellers acknowledge and agree that Bullmart is entitled to collect payments on behalf of the Sellers. Bullmart will make payments to the Sellers in relation to the sale of products upon the completion of each transaction subject to set-off against the Transaction Fee (as defined in Clause 4.2.1) and any other applicable
cashbacks and/or referrals on a schedule and in a manner which shall be determined by Bullmart at its sole and absolute discretion.
4.1.6 All payments made on the platform are subject to the respective Sellers’ policies on cancellations, returns and refunds. Any payment of refund will be made payable to your Bullpay wallet.
4.1.7 All payment methods available on the platform are subject to terms and conditions prescribed by the respective third-party payment gateway providers.
4.1.8 Customers may only change their preferred mode of payment for their purchase prior to making payment on the platform.
4.1.9 We take no responsibility and assume no liability for any loss or damages to you arising from inaccurate shipping information and/or payment information entered by you or wrong remittance by you in connection with the payment for the products purchased. We reserve the right to check whether you are duly authorised to use a certain payment method, and may suspend the transaction until such authorisation is confirmed, or cancel the relevant transaction where such confirmation is not available.
4.1.10 Sellers further agree that Customers will be entitled to utilise cashbacks, vouchers, and/or Bullcoins in their User Account to make payment for the products, which will be off-set from the purchase price of the products.
4.2 Platform Fees
4.2.1 Bullmart charges a fee for all successful transactions completed via all payment methods on the platform (“Platform Fee”). The Platform Fee is borne by the Seller and is calculated at five percent (5%) of selling price made by the Seller in respect of a particular purchase or order made on the platform (“Purchase Monies”), rounded up to the nearest cent.
4.2.2 Following the successful completion of a transaction, we shall deduct the Platform Fee from the Customer’s Purchase Monies, and remit the balance to the Seller. Bullmart will issue receipts or tax invoices for the Platform Fee and Tax Amount paid by Seller upon request only.
4.2.3 If you are a Seller, you are liable for Platform Fees arising out of all sales made or services provided using some or all of the platform’s services, even if sales terms are finalised or payment is made outside of the platform. In particular, if you offer or reference your contact information or ask a Customer for their contact information in the context of buying or selling or provision of products outside of the platform, you shall be liable to pay to us the applicable Platform Fees to those products based on the price offered on the platform.
4.2.4 Your fees to us do not in any way constitute exclusive rights to item exposure on the platform. We may display third-party advertisements (including links and references thereto) or
other content in any part of the platform, at our sole discretion and without consent from, or payment, fee reduction, or other credit to, Sellers.
4.3 Bonus Allocation
4.3.1 Sellers are required to allocate bonuses in the form of Personal Cashback, Personal Referral Bonus and Personal Group Bonus (“Bonuses”) for all successful transactions completed via all payment methods on the platform according to the selling price made by the Seller in respect of a particular purchase or order made on the platform (“Purchase Monies”), rounded up to the nearest cent.
4.3.2 Following the successful completion of a transaction, we shall deduct the allocated bonuses from the Customer’s Purchase Monies, and remit the balance to the Seller. Bullmart will issue receipts or tax invoices for the Platform Fee and Tax Amount paid by Seller upon request only.
5 TRANSACTIONS BETWEEN SHOPPERS
5.1 Through the platform, our Services merely provide for the exchanging of information between its users (i.e. the Seller, Customers and Referrers (as hereinafter defined in Clause 21.1)). Bullmart additionally provides electronic platforms for its users to place, accept, conclude, manage and fulfil orders for the provision of products online within the platform.
5.2 Each sale and purchase transaction on the platform will form a binding contract between the users. However, for any transaction between the users, Bullmart does not represent either the Seller, Customer or Referrer in each specific transaction (including any cancellations, returns, or refunds). As such, Bullmart does not control or guarantee and is not liable or responsible for, the quality, safety, lawfulness or availability of the products offered for sale on platform, the ability of the Seller to complete a sale or service or the ability of Customers to complete a purchase.
5.3 You are hereby made aware that there may be risks of dealing with people acting under false pretences. Bullmart uses several techniques to verify the accuracy of certain information our users provide us when they register for a User Account on the platform. However, because user verification on the Internet is difficult, Bullmart cannot and does not confirm each user’s purported identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
5.4 Seller, Customers, and Referrers accessing or using the platform shall assume the risks of conducting any referral, purchase and/or sale transactions in connection with or through the platform. Seller, Customers, and Referrers accessing or using the platform shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the products that are the subject of the transactions on the platform. Examples of such risks shall include, but are not limited to, misrepresentation of products, fraudulent schemes, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery of products, breach of warranty, breach of contract, transportation accidents, the risk that the manufacture,
importation, export, distribution, offer, display, purchase, sale and/or use of products offered or displayed on the platform may violate or may be asserted to violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third-Party Rights”), and the risk that you may incur costs of defence or other costs in connection with third-parties’ assertion of Third-Party Rights, or in connection with any claims by any party that they are entitled to defence or indemnification in relation to the assertion of rights, demands or claims by claimants of Third-Party Rights. Examples of such risks also include the risk of claims from consumers, other purchasers, end-users of products or other third parties that they have suffered injuries or harm from their use of the products obtained through the platform. All of the foregoing risks are referred to as “Transaction Risks”. Bullmart is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
5.5 Seller, Customers on the platform are solely responsible for setting out and ensuring the performance of the terms and conditions of the transactions conducted on, through or as a result of the use of the platform, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under any other agreement listed on the platform.
5.6 You agree to provide all information and materials as may be reasonably required by Bullmart in connection with your transactions conducted on, through or as a result of use of the platform. Bullmart has the right to suspend or terminate your User Account and/or take any actions that Bullmart deems necessary if you fail to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension, termination or action.
5.7 Each agreement entered into for the sale of a Seller’s products to a Customer shall be an agreement entered into directly and only between the Seller and the Customer. In the event that you have a dispute with any party to a transaction, you agree to release and indemnify Bullmart (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.
5.8 Any information made available on the platform in connection with the supply of products including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs or any information disclosed by the Vendors through our chat system on the platform are not binding and for information purposes only. In entering into the agreement with the respective Vendors, you acknowledge that you do not rely on and hereby waive any claim based on any such representations or information so provided.
5.9 In the event of any typographical, clerical or other error or omission in any quotation, invoice or other document or information issued by us on the platform, such error or omission shall be subject to correction without any liability on our part.
6 PLACING OF PRODUCTS ON THE PLATFORM
6.1 Pricing of Products
6.1.1 The 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.
6.1.2 Notwithstanding Clause 6.1.1, 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 6.1.2, Bullmart 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 Bullmart’s discretion.
6.1.3 The Seller will not vary the price indicated in the Order and unless agreed in writing between Bullmart and the Seller, will include fulfilment cost of the Order (including the packaging, storing and delivery cost).
6.1.4 If 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 Shoppers, upon their request or if such issuance is required by law.
6.2 Legality of Products
6.2.1 The 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
6.4.1 and schedule 4 (prohibited products); and
(c) do not infringe the intellectual property rights of any third party.
6.2.2 If requested by Bullmart, 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.
6.2.3 Original 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.
6.3 Description of Products
6.3.1 The 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).
6.3.2 The 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.
6.4 Prohibited Products
6.4.1 The 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.
6.4.2 The availability of products sold by Seller on the platform does not imply our endorsement or verification of the products or their descriptions, and you purchase the products and use our Services at your own risk.
6.5 Product Enquiries from Shoppers
6.5.1 Where the Seller receives an Enquiry from the registered Shoppers 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.
6.6 Prohibition on Direct Dealing
6.6.1 All communications regarding the Transactions or potential Transactions with other Users or Shoppers shall be made through the Platform.
6.7 Adequate Stock
6.7.1 As 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.
6.8 Failure to Comply
6.8.1 Failure to comply with any of the provisions in this Clause 5 shall entitle Bullmart to impose any or all of the penalties as set out in Schedule 5 (Penalties).
6.9.1 When listing a product for sale on the platform, you agree that:
(a) you are responsible for the accuracy and content of the listing and product offered; (b) your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). We cannot guarantee the exact listing durations;
(c) content that violates any of our policies (including this Agreement) may be modified, obfuscated or deleted at our sole and absolute discretion;
(d) we may revise the data associated with the listings to supplement, remove, or correct information;
(e) we strive to create a marketplace where customer users can find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
(i) customer user’s location, search query, browsing site, and history;
(ii) item’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
(iii) Vendor’s history, including listing practices, ratings and feedback; and
(iv) number of listings matching the Customer’s query;
(f) to drive positive customer experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the Customer;
(g) metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results;
(h) the listing shall not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; and
(i) we may provide you with optional recommendations to consider when you
create your listings. Such recommendations may be based on the aggregated sales
and performance history of similar sold and current listings; results will vary for individual listings. To drive the recommendations experience, you agree that we
may display the sales and performance history of your individual listings to those
of other Sellers.
6.9.2 We may offer product data (including images, descriptions and specifications) that are provided by third parties (including the platform’s users). You may use that content solely in
your listings on the platform. We may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).
6.9.3 We try to offer reliable product data, but cannot promise that the content provided through the platform will always be available, accurate, complete, and up-to-date. You agree that the platform is not responsible for examining or warranting the listings or content provided by third parties through the platform and that you will not attempt to hold us or our data providers liable for inaccuracies.
6.9.4 We have no control over and do not represent and guarantee the existence, quality, safety or legality of the products advertised, the truth or accuracy of users’ content or listings, the ability of Vendors’ to sell the products, the ability of Customers to pay for the products, or that a Customer or Vendor will actually complete a transaction or return an item.
6.10 Review of Product
6.10.1 The platform may enable you to post comments, reviews, suggestions or feedback about the products which you have purchased or ordered and/or about the Vendors of which such products are purchased or ordered (“Reviews”). Reviews are considered as User Data for the purposes of the platform.
6.10.2 When you post reviews to the platform, you also grant us the right to use the name that you submit or your username, in connection with such Review to be publicised on the platform. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third-parties as to the origin of any Reviews. We may, but shall not be obligated to, remove or edit any Reviews which contravene this Agreement.
6.10.3 By posting a review, you acknowledge and agree that:
(a) you are not (a) a director, employee, officer or principal (“Restricted Party”) of the Vendor whose products are the subject of the Review, (b) a Restricted Party of a competitor of the Vendor whose products are the subject of the Review; or (c) related in any way to the Vendor whose products are the subject of the Review;
(b) your Review is accurate, truthful and complete;
(c) your Review shall not undermine the integrity of the platform’s feedback system, such as leaving positive feedback for yourself using secondary User IDs or through third parties or by leaving unsubstantiated negative feedback for another user (including a Vendor);
(d) your Review does not violate any of our policies (including this Agreement), including through libellous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene content, as determined by us in our sole and absolute discretion;
(e) if you have received monetary compensation or other incentives to write and submit a review, it will be clearly and conspicuously stated in the text of your review, even if the amount or value of such incentive is small; and
(f) you will not use the posting or removing of your Review to demand payment from any Vendor, except that bona fide refund, returns or exchange requests made in connection with bad customer experience are acceptable.
6.11 Purchase and Sale of Alcohol
6.11.1 The purchase and sale of alcoholic products (“Alcohol”) on the platform is permitted by Bullmart subject to the terms and conditions of this Clause 16. If you are a Shopper of Alcohol (“Alcohol Shopper”), you will be deemed to have consented to the terms and conditions in this Clause 16 when you purchase Alcohol on the platform. Similarly, if you are an approved seller of Alcohol (“Alcohol Seller”), you will be deemed to have consented to the terms and conditions in this platform when you sell Alcohol on the platform.
6.11.2 If you are an Alcohol Seller, you represent and warrant that:
(a) you are not Muslim or otherwise prohibited from selling Alcohol under any law, regulation or religion;
(b) you hold all necessary licences and/or permits to sell Alcohol through the platform, and shall provide a copy of such licences and/or permits and supporting documents to us immediately upon request for verification purposes; and
(c) all information and documents provided to us are true and accurate.
6.11.3 When delivering Alcohol to an Alcohol Shopper:
(a) the delivery agent reserves the right to request for valid photo identification for age verification purposes; and
(b) we (via the delivery agent) reserve the right to refuse the delivery of Alcohol if the Alcohol Shopper and/or the Recipient appears intoxicated or is unable to provide valid photo identification for age verification purposes.
6.11.4 Each Alcohol Shopper and Alcohol Seller severally agrees to indemnify, defend and hold harmless Bullmart, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any inaccuracy or breach of its representations in Clause 16.2 and/or Clause 16.3 (as applicable); and (b) its breach of any law or any rights of a third-party.
7 CONTENTS AND INTELLECTUAL PROPERTY RIGHTS
7.1 Rights and Obligations
7.1.1 When 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 Users;
(i) do not infringe the Intellectual Property Rights of Bullmart and/or any third party;
(k) are otherwise injurious or objectionable to Bullmart or any third parties.
7.1.2 The 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.
7.1.3 The Seller grants Bullmart 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 Bullmart’s Affiliates, provided that Bullmart will not alter any third-party trademarks.
7.1.4 Bullmart is not obliged to verify the accuracy, completeness and legality of Contents.
7.1.5 Bullmart 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.
7.1.6 As between the Seller and Bullmart, 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.
7.1.7 The Seller will not be entitled to use any intellectual property belonging to Bullmart without Bullmart’s prior approval in writing.
7.1.8 This Agreement will not be deemed or construed to create, convey or transfer any Intellectual Property Rights to the Seller. Unless agreed in writing by Bullmart, the Seller will not decompile any software or reverse engineer any software, or other product or process.
7.1.9 This 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 Bullmart or any other party designated by Bullmart, free of charge, or for a nominal fee.
7.1.10 Failure to comply with this Clause 6.1 shall entitle Bullmart to impose any or all of the penalties as set out in Schedule 5 (Penalties).
7.2 Removal of Contents by Bullmart
7.2.1 The Seller agrees that Bullmart shall have the right but not the obligation to monitor and edit any Content uploaded by the Seller. Notwithstanding any monitoring, Bullmart 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.
7.2.2 The Seller shall indemnify Bullmart against all claims arising or resulting from Content posted, supplied or uploaded to the Platform by the Seller.
8 FULFILMENT OF ORDER
8.1 Acceptance of Order
8.1.1 Where an Order for a Product has been placed by the Shopper, the Seller will receive an Order Notification via the Platform system.
8.1.2 The Order will be confirmed by the Shopper upon receipt by Bullmart of the full Transaction Amount from the Shopper.
8.2 Delivery of Product
8.2.1 The Seller shall take all steps to ensure that the Product is delivered to the Shopper or such address as may be provided by the Shopper within the applicable lead times for Order fulfilment as set out in the Seller Service Levels.
8.2.2 Where the address specified by the Shopper 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 Shopper 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 Shopper is notified in writing in accordance with this Agreement that the Product is ready to be collected by or on behalf of the Shopper.
8.2.3 Once 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 Shopper will receive notification of the same via the Platform System (“Notification of Ready for Delivery”).
8.2.4 Upon 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”.
8.2.5 The Seller shall deliver the Product by using delivery service and other services relating to delivery provided by Bullmart in association with third party service providers. This service shall be provided in accordance with such terms as Bullmart shall make known to the Seller.
8.2.6 The Seller shall take all reasonable actions for the Shopper to receive the Product within the time period specified on the Seller’s Product page or otherwise as agreed between the Seller and the Shopper.
8.2.7 If the Seller fails to deliver the Product within such period without reasonable and acceptable justification, Bullmart shall be entitled to impose on the Seller any or all of the penalties as set out in Schedule 5 (Penalties). Further, Bullmart shall not be responsible or liable for any losses or damages suffered by the Seller due to such action as may be taken by Bullmart and/or the Shopper.
8.2.8 By Shopper purchasing a product from any of the Sellers on the platform, Shopper acknowledges that all orders will be fulfilled by the third-party Seller and not by us. The Seller will be responsible for all processing, shipping, returns, and customer service related to Shopper’s order. Shopper should contact the Seller directly via the contact information provided on the product page for any inquiries or customer service issues related to the Seller’s products. Products purchased from a Seller can only be returned to that Seller in accordance with their own return policy, and cannot be returned to, or through, us.
8.2.9 Sellers are required to select their preferred logistical providing option to either Drop off or Pick up their parcel.
(a) Drop Off: Sellers are required to print and attach the airway bill provided if necessary, and drop off at the correct courier service location chosen. Once the item is out for delivery, sellers should ensure that they have updated in the orders page that the item is out for delivery.
(b) Pick Up: Sellers are required to print and attach the airway bill provided if necessary, and arrange parcels to be collected based on the respective courier service chosen.
Once the item is out for delivery, sellers should ensure that they have updated in the orders page that the item is out for delivery.
8.2.10 Sellers who arrange for self delivery or pick up options for shoppers. After successful delivery or collection, sellers have to update in the seller centre with a photo as proof of delivery to reduce confusions and disputes between seller and shopper.
8.3 Packaging for Orders
8.3.1 The Seller shall ensure that all Products are wrapped securely during the delivery of the Products to the address stipulated by the Shoppers so as to ensure the safety and integrity of the same.
8.4 Bullmart’s Right to Limit Order
8.4.1 Bullmart is entitled to impose limits on Order or transaction values, on the Shoppers or on the Seller and will not be liable if:
(a) Bullmart does not proceed with an Order that would exceed said limit; or
(b) Bullmart allows a Shopper to cancel an Order because the Platform or the Products are unavailable following the commencement of a Transaction.
9 CANCELLATION, REFUND, REPLACEMENT
Bullmart and the Seller shall comply with the cancellation, refund and replacement provisions as set out in Schedule 6 (Cancellation, Refund and Replacement).
10 PAYMENT TO THE SELLER
10.1.1 The amount payable by Bullmart to the Seller for any Successful Transactions completed through the Platform is referred to as the Seller’s Amount which would be credited to the Seller Wallet.
10.1.2 Upon registration as a Seller, the Seller is required to provide to Bullmart, the Seller’s bank account details for the purposes of withdrawal from the Sellers Wallet. The Seller shall be responsible to ensure all the relevant Seller’s bank account details provided to Bullmart are accurate and up to date.
10.2 Seller’s Amount
10.2.1 Unless otherwise agreed between Bullmart and the Seller in writing, payment of the Seller’s Amount will be made by Bullmart to the Seller in accordance with Schedule 3 (Seller’s Amount).
11 SELLER SERVICE LEVELS 11.1 Seller Service Levels
11.1.1 The Seller is required to comply with the Seller Service Levels as set out in Schedule 7 (Seller Service Levels).
11.1.2 Bullmart 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.
11.2 Penalties for Non-Compliance with Seller Service Levels
11.2.1 Where the Seller is unable to meet the minimum threshold for the Seller Service Levels, Bullmart shall be entitled to impose on the Seller any or all of the penalties as set out
in Schedule 5 (Penalties) as Bullmart shall determine at its discretion.
12 MANAGEMENT OF DISPUTES
12.1 Bullmart’s Right to Settle Disputes
12.1.1 The Seller agrees that in the event:
(a) the Seller does not or is unable to respond to a Shopper 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 Shopper 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 Shopper;
then Bullmart shall be entitled to negotiate a settlement with the Shopper in relation to such disputes on the Seller’s behalf.
12.2 Decision by Bullmart Binding
12.2.1 The Seller agrees that:
(a) any decision made by Bullmart shall be binding on the Seller and the Shopper;
(b) the Seller shall comply with any instructions given by Bullmart, 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.
12.2.2 Bullmart 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.
12.3.1 Notwithstanding Clauses 12.1 and 12.2, the Seller acknowledges that Bullmart is not a judicial or arbitration institution. Consequently, the Seller shall not hold Bullmart liable and shall waive any claim the Seller may have against Bullmart in respect of any decision relating to the dispute.
13 FOREIGN SELLERS
13.1 Additional Terms and Conditions for Foreign Sellers
13.1.1 Where 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).
13.1.2 Bullmart 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.
14 SELLER’S UNDERTAKING AND COVENANTS
14.1 Seller’s Undertaking
14.1.1 By 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 Shopper, 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 Bullmart, at Bullmart’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) procure appropriate insurance covering the Seller’s obligations under this Agreement and the Products, if required by Bullmart;
(h) provide, in the format and at such times as Bullmart 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 shoppers 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 Bullmart 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 Bullmart employee, contractor or agent, or a third party specifically mandated by Bullmart) has full power and authority to do so on behalf of the Seller.
14.2 Negative Covenants
14.2.1 The Seller further undertakes, represents and warrants that it will not, directly or indirectly:
(a) infringe any Intellectual Property Rights belonging to Bullmart 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 Bullmart and its Affiliates, directors, officers, employees, contractors, agents and subcontractors or expose any of them to undue risk or otherwise engage in activities that Bullmart, in its sole discretion, determines to be harmful to Bullmart’s goodwill, operations or reputation;
(k) open multiple accounts using other parties’ names and details on the Platform without Bullmart’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 Bullmart with respect to the Services and/or data transmitted, processed or stored by Bullmart;
(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 Users’ 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.
14.3.1 The 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 Bullmart of the same and rectify the breach.
15.1.1Subject to Clauses 15.2 and 15.3, the Seller and Bullmart 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.
15.2.1 Bullmart 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 Bullmart 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 Bullmart 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 Bullmart or the Seller;
(f) required to enable Bullmart 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.
15.3 Confidentiality Survives Termination
The restrictions contained in this Clause will continue to apply after the termination of this Agreement.
16 PERSONAL DATA
16.1 Compliance with Privacy Notice
16.1.1 The Seller shall comply with Bullmart’s Privacy Notice which can be accessed at help.bullmart.com at all times.
16.2 Indemnity for Personal Data Claim
16.2.1 The Seller agrees to indemnify and hold harmless Bullmart 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 Bullmart or not); or
(c) any security incident for which Seller is directly or indirectly responsible.
16.3 User Data
16.3.1 “User Data” means any text (including messages, questions, reviews of the Vendors, the products, suggestions and comments), information, data, materials, images (including photos and profile photos), or other content you provide to us using the platform or submit, enter into, load, or post to the platform, and all results from processing such text, information, data, materials, images, or content, including the relevant agreements entered into by a company, using the platform.
17.1 Services Provided on “As Is” Basis
17.1.1 The Platform and the Services are provided on an “as is” basis. 17.2 No Bullmart’s Representations and Warranties
17.2.1 Except as expressly provided for in this Agreement, Bullmart 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 Bullmart, available for sale on a timely manner, lawful to sell, or that the Shoppers 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 Bullmart.
17.3 Exclusion of Liability
17.3.1 The Seller acknowledges that any information and any materials provided by or through the Platform and the Services may contain inaccuracies or errors and Bullmart expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the laws.
17.3.2 Any link found on the Platform is provided for the Seller’s convenience to provide further information. It does not signify that Bullmart endorses the contents thereof and Bullmart has no responsibility and shall not be liable for the content of external links.
17.3.3 As Bullmart is not involved in transactions between the Sellers and Shoppers (except for Bonus Wallet), the Seller shall release Bullmart 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 Bullmart’s fraud, negligence or wilful misconduct.
17.3.4 Any typographical, clerical or other error or omission in any acceptance, invoice, Contents or other document on the part of Bullmart will be subject to correction without any liability for Bullmart.
17.3.5 The Seller acknowledges that any information provided by Bullmart through the Platform, may contain inaccuracies or errors, despite Bullmart’s reasonable effort to minimise such errors. Bullmart excludes liability for any such inaccuracies or errors to the fullest extent permitted by law.
17.4.1 The Seller will defend, indemnify and hold harmless, Bullmart 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 Bullmart 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 Bullmart 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.
17.4.2 If at any time Bullmart reasonably determines that any indemnified claim might adversely affect Bullmart, Bullmart 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 Bullmart without the prior consent by Bullmart in writing.
17.4.3 Bullmart 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 Shopper Agreement, the Platform, the Services, the inability to use the Services, the Products, or from messages received or transactions entered into, provided that Bullmart will indemnify the Seller for any direct damages resulting primarily from Bullmart’s fraud, gross negligence or wilful misconduct.
17.5 Limitation of Bullmart’s Liability
17.5.1 To the fullest extent permitted by the laws, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Bullmart and Bullmart’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 Bullmart 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.
18.1 Bullmart’s Right of Termination
18.1.1 Bullmart 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 Bullmart’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.
18.2 The Seller’s Right of Termination
18.2.1 Provided they have not been rectified by Bullmart within fourteen (14) days from notifying Bullmart 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 Bullmart or the appointment of a receiver over Bullmart’s assets;
(b) the making of an arrangement or composition by Bullmart with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or
(c) Bullmart ceasing or threatening to cease to carry on business.
18.3 Termination without Cause
18.3.1 Either Bullmart or the Seller may unilaterally terminate this Agreement without cause by providing ninety (90) days’ prior written notice to the other party.
18.4 Consequence of Termination
18.4.1 Upon termination of this Agreement, the Seller will notify Bullmart 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 Governing Law
19.1.1 This Agreement shall be governed by the laws of Malaysia. 19.2 Dispute Resolution
19.2.1 Any difference, controversy, or claim, arising between Bullmart 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 Bullmart and the Seller.
19.2.2 The 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.
19.2.3 Notwithstanding 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.
20.1.1 Any notice between Bullmart 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.
20.1.2 Any 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.
20.1.3 In 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.
20.2.1 If 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.
20.3.1 The 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 Bullmart. Bullmart may assign, transfer or subcontract all or part of its rights and/or obligations deriving from this Agreement.
20.4 Relationship Between the Parties
20.4.1 The Seller and Bullmart 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 Bullmart.
20.4.2 This 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 Bullmart and the Seller.
20.4.3 Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein will oblige Bullmart 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 Force Majeure
20.5.1 No 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, Bullmart 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, Bullmart may notify the Seller that it will terminate this Agreement.
20.6 Stamp Duty
20.6.1 All stamp duty and registration fees (if any) in respect of this Agreement will be fully borne and paid by Seller.
21 INTERPRETATION AND DEFINITIONS
In this Agreement, unless the context requires otherwise: 21.1.1 Any 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.
21.1.2 Headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this Agreement.
21.1.3 Anything 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.
21.1.4 Where 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.
21.1.5 Unless 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”.
21.1.6 No 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.
21.2.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meaning:
“Additional additional services as set out in Schedule 1 (Additional Services); Services”
“Affiliate” 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 user, who purchases Products on the Platform;
the terms and conditions which a Shopper agrees to or deems to have agreed to in order to use the Platform to purchase Products;
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;
Bullmart’s customer service department;
the charges for delivery of the Products to the address as specified by the Shopper at the time of purchase on the Platform, borne by the Shopper;
“Customer Service Centre”
an enquiry made by a Shopper or potential Shopper in respect of a particular Product, which is submitted via the Q&A section on the Platform;
the fee payable to Bullmart 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 Bullmart 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;
all intellectual property rights howsoever arising and in whatever media, whether or not registered, including copyright, confidential information, trade secrets, goodwill, patents, trademarks/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 Bullmart 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;
Bullmart Sdn Bhd (Company No.: 1361610-A), a company incorporated under the laws of Malaysia having its registered office at 11-01, Menara MBMR, 1, Jalan Syed Putra, 58000 Kuala Lumpur, Malaysia;
user of the Platform, registered either as a Shopper or a Seller, who has agreed to be bound by the Shopper Agreement or this Agreement, respectively and who is entitled to use the Platform to purchase and/or sell Products to other Users via the Platform;
“Intellectual Property Rights”
“Payment Gateway Fees”
“Product” “Product Price”
a request placed by a Shopper on the Platform for the purchase of a particular Product;
a notification issued to the Seller via the Platform system, upon a Shopper placing an Order;
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 Bullmart;
the online market place owned and operated by Bullmart, and known as “www.bullmart.com”, being an e-commerce platform that enables Transactions between registered Users, having its domain at www.bullmart.com;
shall collectively refer to:
(b)all other policies posted on the Platform from time to time;
Bullmart’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 User 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:
(a) individual seller;
(b) local business seller (with business / company registration); or
(c) global seller Users (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) Payment Gateway Fees payable by the Seller to Bullmart
(b) Platform Fees
(d) Logistics services (if the Seller has provided free shipping) and or;
(e) Any promotions and/or vouchers activated and/or given by Seller to the Shopper’s.
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 Shopper 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 Shopper; 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 Shopper for the purchase of Product;
the amount derives from the following formula:
(Platform Fees 5% x Transaction Amount) – (Cashback X% x Selling Price) – (Logistics Price) – (Referral Bonus Y% x Selling Price) – (Group Bonus Z% x Selling Price) – (Payment Gateway Fees 2% x Transaction Amount) (if any);
a sale and purchase transaction of the Products between a Shopper and a Seller which is conducted online via the Platform.
the gross payment received from Shoppers by Bullmart for the purchase of Products on the Platform, being the Product Price plus the Delivery Fee.
users on the platform who are not Seller or Customers include users who are able to make referrals on third-party social media sites (such as Facebook, Instagram, WeChat, etc.) and/or third-party messaging platforms (such as WhatsApp, Telegram, LINE etc.) to promote the use of
“Payout of the Seller’s Amount”
the platform and/or promote the purchase of a Seller’s products by forwarding a unique referral link to the third-party sites (“Referrer”).
SCHEDULE 1 ADDITIONAL SERVICES
If opted by the Seller, Bullmart 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.
SCHEDULE 2 FEES
1. The Seller shall pay the following Fees in consideration of the Services.
Platform Fees 5% of the Selling Price (still charged in full if any promotions or vouchers offered by Seller are used)
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. Payment Gateway Fees and Platform 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 Payment Gateway Fees and Platform Fees to Bullmart until the full amount of Payment Gateway Fees and Platform Fees due and payable by the Seller to Bullmart is paid in full.
SCHEDULE 3 SELLER’s AMOUNT
1. The Seller’s Amount shall be calculated by deducting on all Successful Transactions in the following manner:
(a) Payment Gateway Fees shall be calculated based on the Transaction Amount at the rate as stated in Schedule 2 (Fees).
Payment Gateway Fees
2% of the Transaction Amount
(b) Platform Fees shall be calculated based on the Selling Price at the rate as stated in Schedule 2 (Fees).
(c) Bonuses shall be calculated based on the Selling Price at the rate as stated
in Clause 4.3
(d) Logistics services (if the Seller has provided free shipping) and or;
(e) Any promotions and/or vouchers activated and/or given by the Seller to the Shopper’s.
2. Bullmart will deduct the Fees and necessary deductions as stated in Schedule 3 for each Successful Transaction, and the balance, being the Seller’s Amount, shall be deposited into Seller’s designated bank account (“Seller’s Wallet”). The corresponding Seller’s Amount for each Successful Transaction will be reflected on the Seller’s Wallet on the relevant webpage on the Platform which may be accessed by the Seller through a combination of username and password (“Seller Centre”). The Seller 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 a minimum withdrawal amount shown at the Seller Centre, which is subject to change from the total Seller’s Wallet credited to the Seller as shown on the Seller’s Wallet to be transferred from Seller’s Wallet to the Seller’s bank account by clicking on the relevant button on the Seller Centre Page. The said transfer shall take not more than two (2) Business Days from the day the Seller makes such request in accordance with this Paragraph.
4. The Seller’s Amount for each Successful Transaction shall be deposited into the Sellers Wallet and available for the Seller to request for transfer to the Seller’s bank account in accordance with Paragraph 3 of this Schedule.
5. The amount reflected on the Seller’s 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. Bullmart 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 Bullmart’s rights.
7. If Bullmart 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 Bullmart, then Bullmart 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, Bullmart 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 Bullmart 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, Bullmart will make such deduction or withholding as required and the amount payable to the Seller will be reduced by any such amount if necessary.
SCHEDULE 4 PROHIBITED PRODUCTS
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
2. Alcoholic drinks
Wine, beer, champagne and other spirits
3. Coin and currency
Includes bitcoin and e-currency
4. Financial products
Products and services requiring licence from Bank Negara such as insurance, unit trust, stockbroking, FOREX trading and loans
5. Pharmaceutical products
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)
6. Medical devices Unregistered medical devices HIV test kits
Toys without Malaysian Conformity (MC) mark Realistic replicas of guns and accessories
Guns and accessories Paintball guns Slingshots
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
11. Explicit Content
Adult toys which depict genitalia that doesn’t have any censorship, use explicit language/content in product listing.
12. Telecommunications equipment
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
14. Halal products
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
22. Embargoed goods
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 Shopper 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 Shopper 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
35. Lock-picking devices
36. Lottery tickets
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 Bullmart, 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 Bullmart’s platform.
40. Slot machines
41. Recalled items
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
45. Stolen goods
46. Mislabelled goods
47. And any other items illegal or restricted in the jurisdiction of the Shopper and/or the Seller or which otherwise encourage illegal or restricted activities.
49. Immoral Activities Related
50. Pyramid Sales
52. Travel agents
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. Drugs, Drug Proprietaries, Druggist Sundries
59. Cigar Stores and Stands, for Merchants that sell cigarettes in a Card-Absent Environment
60. 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
SCHEDULE 5 PENALTIES
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 Bullmart.
SCHEDULE 6 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, Bullmart 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 Bullmart’s discretion.
1.1.2 In the event of cancellation pursuant to Paragraph 1.1.1, Bullmart 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 Shopper within three (3) Business Days of such cancellation.
1.2 Cancellation by Bullmart
1.2.1 Bullmart 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 Shopper, Seller and/or any relevant third party; or
(d) there are any electronic, operational, server, system or technical errors.
The Shopper and the Seller will be notified of the cancellation above in writing. The Seller shall refund the Transaction Amount to the Shopper after deducting the Payment Gateway fees, and shipping fees.
1.2.3 Where the Products are to be delivered from the Seller or the Seller’s storage point to the address for delivery specified by the Shopper which are within the same country, in the event any Product is not delivered in full after five (5) Days from the date “Order Confirmed”, Bullmart may cancel the Order or Transaction and notify the Seller and Shopper in writing of such cancellation.Where the Products are to be delivered from the Seller or the Seller’s storage point to the address for delivery specified by the Shopper 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”, Bullmart may cancel the Order or Transaction and notify the Seller and Shopper in writing of such cancellation.
1.2.4 Paragraph 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 Bullmart 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 Shoppers make an informed decision.
1.2.5 In the event of cancellation pursuant to Paragraph 1.2.3, Bullmart 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 Shopper within five (5) Business Days of such cancellation.
1.3 Cancellation by Shopper
1.3.1 After 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.
1.3.2 Cancellation Not Allowed After Delivery
Once a Product has been sent out to the Shopper, 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
2.1 Defective Products or Products Do Not Conform to Written Descriptions
2.1.1 In the event the Shopper 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 Shopper must notify the Seller via the Platform within five (5) days from the receipt of the Product (“Rejection Period”).
2.1.2 Upon the Shopper’s notification in accordance with Paragraph 2.1.1, the Seller shall: (a) investigate the Shopper’s complaint;
(b) determine whether the Shopper’s complaint is justifiable or has merits; and
(c) if the Shopper’s complaint is justified or with merits,
(i) be entitled, at the Seller’s sole and absolute discretion, determine whether the Shopper will receive a refund or replacement for the Product; and
(ii) refund or replace the Product, within three (3) days commencing on the
day immediately after the Rejection Period (“Resolution Period”).
2.1.3 In the event the Product is found to be defective, faulty or damaged due to no fault of the Shopper, the Seller shall be responsible for all costs associated with the return and refund or replacement. The Shopper will be required to provide receipt or evidence of the costs involved.
2.1.4 If 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 Shopper, the Seller will not be liable to accept / replace the Product. In such instances, if the Shopper has returned the Product to the Seller, the Shopper shall be responsible for all costs associated with the return of the Product to the Seller and back to the Shopper.
2.2 Failed Deliveries
2.2.1 In the event that the Logistics Provider fails to deliver the Products to the Shopper after three attempts, such Products shall be returned to the Seller. Upon verification by the Seller, Bullmart shall proceed to close the Order and refund the Product Price. Bullmart shall be entitled to blacklist the Seller or Shopper in the event of such delivery failures. The Seller shall indemnify Bullmart from all costs associated with the delivery, return and refund of the Products.
2.3 Non-returnable or exchangeable Products
2.3.1 The Shopper 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; (e) swimsuit;
(f) hosiery, shapewears and bodyshapers; (g) toiletries;
(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.
3.1.1 Non-compliance with the provisions of this Schedule shall entitle Bullmart to impose on the Seller any and all of the penalties as set out in Schedule 5 (Penalties) as Bullmart shall determine at its discretion.
3.1.2 Bullmart 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.
SCHEDULE 7 SELLER SERVICE LEVELS
1. Seller Fulfilment
Leadtime from status of “Preparing for Delivery” to “Delivery in Progress” on the Platform – (a) for local Sellers – within 48 hours
(b) for Foreign Sellers – within 72 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 Shoppers, Bullmart 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 Shopper, 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 Shopper 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. Bullmart 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 Bullmart 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 Bullmart 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. Bullmart will not be listed on any import documentation relating to the Products. Bullmart 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 Bullmart 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 Bullmart, at no point in time will title to the Products pass to Bullmart or its sub-contractors (if any). Bullmart 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 Shopper in accordance with the Shopper Agreement.
6. Bullmart 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. Bullmart will, subject to any applicable law, have a lien on any Products in Bullmart’s possession for any Fees due and owing to Bullmart from the Seller.