Terms & Conditions for Seller

IMFAN E-Commerce platform (for Seller)

 TERMS AND CONDITIONS

1. Acknowledgement of Acceptance

By using our International Muslim Friendly Affiliated Network (IMFAN) Platform, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use our IMFAN Platform.

2. Definitions and interpretation

A. In these Terms, unless the context otherwise requires, the following definitions shall apply:

Counterfeit: in relation to the Seller’s Products, shall mean a product which is an illegal reproduction or

imitation of an existing branded product and includes but is not limited to a product:

(a) which bears a sign identical with, or similar to, a Protected IP, and:

(i) the application of the sign to the product or the packaging thereto is an infringement of

the Protected IP;

(ii) the product is proposed to be imported into the country where the product is delivered

to or received by the Buyer, and the application of the sign to the product of the packaging thereto would be an infringement of the Protected IP; or

(iii) the sign has otherwise been used in relation to the product or the packaging thereto in

such a way as to infringe the Protected IP; and

(b) where the sign borne on the product or the packaging thereto is identical with, or so nearly

Resembling with, the Protected IP as to be calculated to deceive; and

(c) the sign borne on the product or the packaging thereto is applied without the consent of the

proprietor of the Protected IP, and to falsely represent the product to be the genuine product of

the proprietor or a licensee of the Protected IP.

IMFAN website: the online sales platform operated by Aspire Flagship Sdn Bhd (AFSB) for the purposes of the IMFAN Programme .

IMFAN Programme: has the meaning ascribed to it in Clause 3.

IMFAN Members: Sellers who has registered and completed at least Tier 1 of IMFAN Programme.

IMFAN Service Standards and Listing Policies: the minimum service criteria for you to remain eligible to participate in the IMFAN Programme, as specified by AFSB.

IMFAN Terms: these terms and conditions, as amended by AFSB from time to time.

Protected IP: all Intellectual Property Rights protected under applicable laws.

Terms of Service (Seller): the Terms of Service governing your use and access to the IMFAN website  as a seller.

3. Service Terms

A. By participating in the IMFAN Programme, you agree to be bound by these IMFAN Terms, in addition to the Terms of Service (Seller), which are incorporated by reference into these IMFAN Terms.

B. For the avoidance of doubt, capitalised terms used and not defined herein have the same meaning as given to such terms in the Terms of Service (Seller).

C. In the event of a conflict between the provisions of these IMFAN Terms and the Terms of Service (Seller), the provisions of these IMFAN Terms shall prevail.

4. FEES

A. In consideration of your representations, warranties and undertakings in Clause 4, AFSB invites you to be part of the IMFAN Programme.

B. The IMFAN Programme may include some or all of the below benefits which may be amended from time to time by prior notice to you via publication on IMFAN Website or any other channel(s):

(a) the addition of " IMFAN" badge on your listing of the Products;

(b) the addition of Products on the IMFAN website;

(c) a higher search ranking and a higher visibility on the websites operated by IMFAN;

(d) access to marketing campaigns which IMFAN, our subsidiaries and/or our Affiliates may conduct;

(e) availability of a dedicated " IMFAN" customer service team; and/or

(f) such other benefits as IMFAN, our subsidiaries and/or our Affiliates may make available.

For avoidance of doubt, only IMFAN Members are eligible for all benefits listed in Clause 3.

C. Sellers who participate in the IMFAN Programme (IMFAN Members) shall be charged Fees as specified below, or as otherwise notified by AFSB to you:-

D. Sellers who are not an IMFAN Members shall be charged Fees as specified below:-

E. IMFAN reserves the right to amend the Commission Fee and Payment Fee by prior notice to you via publication on IMFAN Website or any other channel(s).

F. As  IMFAN Seller, you shall comply with all conditions  notified by IMFAN to you from time to time, including the IMFAN Service Standards.

5. Seller Representations, Warranties and Undertakings

A. You represent, warrant and undertake that:

(a) your Products are not Counterfeit;

(b) you shall only list official brand products (i.e. no original equipment manufacturer (OEM) products) for sale on the Platform;

(c) you will ensure accurate brand tagging of your Products; and

(d) you shall comply with the IMFAN service standards and listing policies

B. Determination by AFSB

(a) AFSB may determine whether you have breached any representation, warranty and

undertaking. AFSB’s determination shall, save in the case of manifest error, be final and binding.

(b) For the purposes of AFSB’s determination:

(i) AFSB shall have the right to impound your Products to conduct testing or facilitate

further investigation by AFSB, AFSB’s Affiliates, or governmental authorities;

(ii) you shall use your best endeavours to cooperate with AFSB's investigation, including

providing to AFSB the certificates of authenticity, authorised distributer agreements

and all design, development, manufacturing and traceability records, in relation to your

Products;

(iii) you shall bear all reasonable expenses incurred by AFSB for the purposes of the

investigation conducted.

(c) Pending AFSB’s determination, AFSB may:

(i) withhold any sums due and payable by AFSB to you, and you shall, upon AFSB’s

request, place with AFSB such further sum as AFSB deems necessary; and

(ii) suspend your listings from the IMFAN website or any other related platforms.

C. Where AFSB determines that your Products have breached these IMFAN Terms and/or the Policies, without prejudice to any other rights which AFSB may have:

(a) AFSB may:

(i) amend any element of the IMFAN Programme set out in Clause 3;

(ii) terminate your participation in the IMFAN Programme and move your store from IMFAN Platfrom;

(iii) remove your listings, including but not limited to the infringing Product, from the IMFAN

Platform ;

(iv) commence legal action against you;

(v) disclose our findings publicly or to any third party, including any governmental

authorities, and you waive all claims, remedies and causes of action arising out of or in

connection with any such disclosure; and/or

(vi) refund to the Buyer two times the actual payment made by the Buyer in full for the

infringing Product, and any reasonable expenses incurred by the Buyer, including but

not limited to the shipping fees for returning such infringing Product, and you shall bear

such refund and all associated costs; and

(vii) withhold and/or set-off any payments due to you in connection with the exercise of any

of AFSB’s rights.

(b) You will defend, indemnify and hold AFSB and AFSB Affiliates, and our respective officers,

employees, directors, contractors, partners, agents, subcontractors and representatives,

harmless from, and at AFSB's option defend AFSB against, any and all Claims arising out of,

or related to your breach of these IMFAN Terms and your use or misuse of the IMFAN IPR under

Clause 6.

6. Expiry or Termination

CA Notwithstanding the foregoing, AFSB reserves the right to immediately terminate your participation in the IMFAN Website at any time in the event of any breach of these AFSB Terms and/or the Policies.

7. Use of Intellectual Property Rights owned by AFSB or AFSB Affiliates (‘AFSB IPR’)

A. You shall not use AFSB IPR except with AFSB's consent in writing. Where AFSB has provided such consent (referred as the “Sublicence”), this Clause 6 shall apply in addition to the Terms of Service (Seller) and any other applicable Policy.

B. The Sublicence from AFSB is revocable, non-exclusive, non-transferable, and non-sublicensable, and is licensed to you only to the extent (and only for such purposes and duration) required by you to fulfil the purpose for which AFSB’s consent was granted.

C. You shall, at AFSB’s request, provide AFSB with a copy of AFSB’s consent in writing on request.

D. Sublicences granted shall terminate automatically on termination or expiry of this Agreement. Further, AFSB reserves all rights to immediately terminate the Sublicence at any time.

E. You shall not use, reproduce, display, communicate or access AFSB IPR for any purposes and in any manner other than as agreed with AFSB in writing. You shall not use AFSB IPR in any manner which results in an infringement of applicable laws and/or third party’s Intellectual Property Rights. You shall immediately cease using the AFSB IPR, and/or return or destroy any files, documents or materials (whether electronic, physical or otherwise) containing or displaying the AFSB IPR upon expiry or termination of this authorization or earlier if AFSB so requests.

F. In no event shall AFSB be liable for any claims arising from the use of AFSB IPR by you beyond the scope of the authorization granted under the terms of this Agreement.

SECTION 8: GENERAL

8.1 Force Majeure

AFSB’s delay or failure to perform any provision of the Services and any terms of these T&Cs as a result of circumstances beyond its control (including but not limited to war, strikes, fires, floods, power failures, telecommunications or internet failures or damage to or destruction of any network facilities or servers or unauthorised access to or breach of our server and network facilities) will not be deemed as breach of these T&Cs by AFSB.

8.2 Severability

The invalidity or unenforceability of any provision of these T&Cs will not affect any other provisions of the T&Cs.

8.3 Entire Agreement

These T&Cs contain the entire understanding and agreement of the parties, and replace and supersede any and all prior and contemporaneous agreements, communications, proposals and purchase orders, written or oral, between the parties with respect to the subject matter contained herein.

8.4 Modification

AFSB may modify these Terms and Conditions from time to time to reflect changes in market conditions affecting our business, changes in our business, changes in payment methods, changes in technology, changes in relevant law and regulatory requirements and changes in our IMFAN Platform. If AFSB do so AFSB will notify you by e-mail to the e-mail address provided by you, however AFSB is not obliged to, and such modification shall be effective upon posting of the revised Terms and Conditions on IMFAN Platform. You agree to be bound by any changes to the Terms and Conditions  when you use the IMFAN Platform after any such modification is posted on the IMFAN Platform. It is therefore important that you review these Terms and Conditions regularly to ensure that you are updated to any changes.

8.5 Assignment

You will not assign, transfer or license any of its rights or obligations in respect of the Services unless it obtains the prior written consent of AFSB, the consent of which will not be unreasonably withheld.

8.6 Privacy

AFSB will not, without the prior written consent of the Seller, transfer any personal information of any Seller to any non-affiliated third party or use it for any purpose other than as described in these T&Cs and in the online privacy policy for the relevant online service, provided always that the Seller agrees and recognises that AFSB may have to perform a due diligence on the Seller to comply with data security, or regulatory laws and audits and any sub-contractor appointed to carry out any part of the Services.

8.7 Notices

All notices given will be in writing and delivered to the party online at AFSB’s prescribed website, or in any other permissible manner at the postal address or electronic mail address provided by you. You agree to send all notices to AFSB at [email protected].

8.8 Confidentiality

The Seller and its employees, officers, directors and agents will maintain as confidential and not disclose to any non-affiliated third party, without AFSB’s prior written consent or except as required by law, the financial terms and commercial conditions of these T&Cs.

8.9 No Partnership

Nothing in these T&Cs shall create or be deemed to create a partnership or the relationship of principal and agent between the parties, and the Seller shall have no authority to buy or to make any representation or warranty on AFSB’s behalf.

8.10 Governing Law and Venue

These T&Cs will be governed by and construed in accordance with the laws of Malaysia, without regard to conflict of law principles, and the parties irrevocably consent to the exclusive jurisdiction of the courts of Malaysia with respect to any action or suit arising out of or pertaining to these T&Cs.

SECTION 9: LIMITATION OF LIABILITY

THE SELLER AGREE THAT UNDER NO CIRCUMSTANCES SHALL AFSB BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF THE SELLER’S USE OF THE IMFAN PLATFORM. IN NO EVENT SHALL AFSB’S CUMULATIVE LIABILITY  TO THE SELLER EXCEED RM100.00.

SECTION 10: INDEMNITY

The Seller understand that AFSB does not control and is not responsible for the content posted by the Seller on the IMFAN Website. The Seller assume all risks related to it, including third party’s reliance on the accuracy, or claims relating to the intellectual property or other legal rights. The Seller agree to indemnify, defend and hold harmless AFSB for all claims resulting from the content you post. AFSB reserve the right, at our own expense, to assume the exclusive defence and control of such disputes, and in any event you will cooperate with AFSB in asserting any available defences.

SECTION 11: COMPLIANCE WITH MALAYSIAN LAW

The Seller will comply with all laws, rules, orders and regulations of Malaysia applicable to it or its product.