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
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,
(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
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
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
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:-
Commission Fee (Include SST)
4.24% of the final product price for
each successful transaction or RM3.00 whichever is higher.
Transaction Fee (Include SST)
2.12% for each successful transaction
Membership Fee (Include SST)
D. Sellers who are not an IMFAN Members shall be charged Fees as
Commission Fee (Include SST)
6.36% of the final product price for
each successful transaction or RM4.00 whichever is higher.
Transaction Fee (Include SST)
2.12% for each successful transaction
Membership Fee (Include SST)
Free for first two (2) years.
RM53.00 per annum for the third and
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
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
(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,
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
(iii) you shall bear all
reasonable expenses incurred by AFSB for the purposes of the
(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
(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
employees, directors, contractors, partners, agents, subcontractors and
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
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
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
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.
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.
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.
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.
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
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.
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].
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
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.