TERMS AND CONDITIONS
Red Ideas Sdn Bhd (201301019072) (1048902-M), a company incorporated in Malaysia with its business address at Unit 606, Block G, Pusat Dagangan Phileo Damansara 1, Jalan 16/11, Seksyen 16, 46350 Petaling Jaya, Selangor, Malaysia (“RISB”, “HeyJaGa”, “us”, “we”, “our”). RISB distributes a platform called the HeyJaGa marketplace (“Platform”).
By entering into this HeyJaGa Marketplace Partner Agreement (“Agreement“), you (“Seller”, “you”, “your“) represent that you are an adult of at least 18 years of age, capable of validly entering into agreements and performing your obligations hereunder.
BY REGISTERING FOR, CLICKING THE ACCEPTANCE BUTTON AND USING OUR PLATFORM TO LIST YOUR GOODS AND/OR SERVICES (“PRODUCT”), YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES OF THE PLATFORM. We reserve the right to notify you from time to time of changes to the terms and conditions of this Agreement.
- ACCEPTANCE
1.1 Any person who wants to access the Platform and use the Services to sell their Products must accept the terms and conditions of this Agreement (“Terms“). We do not accept any changes and/or amendments to be made by you.
1.2 We reserve the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, and any fees, procedures, Policies governing the Services and the Platform and the Seller’s Page. These changes will take effect immediately, unless otherwise indicated, from notification by notice to the Seller or posting on the Seller’s Page and/or the Platform or otherwise. The Seller’s continued use of the Services, the Seller’s Page and/or the Platform following the changes taking effect will constitute the Seller’s acceptance of such changes and if the Seller does not agree to any changes to these Terms or to the Policies, the Seller must discontinue the use of the Services, the Seller’s Page and/or the Platform (except to the extent required herein) and the Agreement will be terminated. For the avoidance of doubt, any newer versions of the Terms shall supersede older versions.
1.3 Use of the Services, the Seller’s Page and/or the Platform is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:
(a) you are an adult of at least 18 years of age capable of validly entering into the Agreement and performing your obligations hereunder;
(b) where you are a business, that:
(i) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered;
(ii) you have all requisite right, power and authority to enter into the Agreement and perform your obligations hereunder; and
(iii) any information provided or made available by you is at all times accurate and complete.
1.4 You further represent and warrant that you and any person or entity that has a financial interest in your business, or any person or entity you are acting on behalf of has not been barred or otherwise prevented from selling on HeyJaGa or has not been involved in any lawsuit or claim that has a bearing on the Agreement.
- SERVICES
2.1 HeyJaGa provides a Platform for the Sellers and the Customers to complete transactions. Except as set out in the Agreement, HeyJaGa is not involved in the actual transaction between the Seller and the Customer. The Seller, as owner or provider of the Product and the Seller thereof, it is up to the Seller to, among others, ensure the sale is legally authorised, accurately describe the Product and its fitness of purposes. You use the Services, the Seller’s Page and/or the Platform at its own risk.
2.2 The Seller shall provide HeyJaGa for display on the Seller’s Page and the Platform the following information:
(a) trade or business name, company registration number, address and contact details including telephone number(s), fax number(s) and email address;
(b) daily operation hours of its business;
(c) policies and terms of service (including, inter alia, terms relating to refunds and cancellation of orders), if any; and/ or
(d) a statement that any inquiries or complaints relating to the Product shall be addressed directly to the Seller and not HeyJaGa.
2.3 The Seller hereby authorizes HeyJaGa to act as its exclusive payment processing agent for the purpose of:
(a) collecting the Sale of Product Proceeds and in general any sums due or owing under the Agreement and holding the same;
(b) processing the Customer’s payments and/or refunds;
(c) remitting the Payment; and
(d) paying to us and to third parties (including the Customer) any amounts the Seller owes to them.
As a payment processing agent, HeyJaGa will have no responsibility with respect to the legality of transactions occurring between the Seller and the Customer and the Seller undertakes that all transactions are in compliance with the Laws (including anti money-laundering regulations).
2.4 The services (“Services“) provided by HeyJaGa under the Agreement are classified as:
(a) General Services consisting:
(i) the listing and publishing of Content Materials regarding the Product on the Seller’s Page and the Platform;
(ii) limited Customers care services;
(iii) update on orders made;
(iv) order verification and confirmation;
(v) collection, reconciliation and execution of all Sale of Product Proceeds as payment processing agent for the Seller; and
(vi) other services ancillary to the Services such as notifications to the Seller when a new order is made by the Customer; and
(b) if applicable, Additional Services that may be provided to the Seller by HeyJaGa.
2.5 In consideration of the provision of Services provided, HeyJaGa will be entitled to charge and invoice the Seller the Services Fee in accordance with the schedule of fee annexed in an email to you for each successful order made by the Seller via the Seller’s Page. HeyJaGa may provisionally amend the percentage and/or rate from time to time.
2.6 By signing the HeyJaGa Marketplace Partner Acknowledgement & Onboarding Form and continuing use of the Services, the Seller acknowledges that subject to Clause 1.2 above, HeyJaGa will implement the following procedures in provision of the Services:
(a) The Customers will visit HeyJaGa Marketplace and select to book their preferred services and Seller;
(b) HeyJaGa will receive any such booking request on behalf of the Seller;
(c) HeyJaGa may create virtual chatroom(s) and connect the Customers with human customer service assistants or AI virtual assistants (“Concierge”) for facilitation and moderation of every booking request;
(d) Allocate interventions of human customer service assistance against AI virtual assistance as and when necessary;
(e) Upon receiving the booking request, the Concierge will approach the Seller on arrangement in performance of the Seller’s services and the Seller’s pricing quotation, while the Concierge will simultaneously approach the Customers via any form of electronic communication channel deemed fit by HeyJaGa;
(f) In the event the Seller is unable to attend to the services requested under the said booking request or rejects/ cancels the booking request for whatsoever reason, the booking request will be cancelled;
(g) In the event the Seller is able to attend to the services requested under the said booking request where such booking request is confirmed and scheduled, the Concierge will collect the respective payment from the Customers via RISB’s designated online payment gateway;
(h) Upon completion of (f) above, the Concierge will update the Seller with booking details and summary via any form of electronic communication channel deemed fit by HeyJaGa. Reminder(s) will be sent to the Seller from time to time;
(i) In the event additional payment is required from the Customers, the Seller shall on the service day itself, contact HeyJaGa or request additional payment from the Customers via link(s) provided, if applicable;
(j) Upon settlement of any necessary payment by the Customers to HeyJaGa, the Concierge will update the Seller with the status of such payment whereby the Seller shall deploy, commence and proceed with the services booked by the Customers; and
(k) Obligations of the Seller under one (1) booking request are deemed concluded once all the above are completed for one (1) booking request.
- SALE OF PRODUCT PROCEEDS PAYMENT
3.1 For the purpose of this Agreement and subject to this Clause 3, Sale of Product Proceeds Payments refer to the payments made by the Customer for the services booked and completed via HeyJaGa Marketplace LESS HeyJaGa’s total revenue shares and any other payments payable by the Seller to HeyJaGa.
3.2 Unless otherwise agreed in writing, sale of product proceeds payments (“Payment”) will be made by HeyJaGa to the Seller on a bi-weekly basis in respect of orders that have been delivered or completed. HeyJaGa reserves all rights to determine, decide on, establish, communicate, modify or otherwise manage any and all aspects of the Payment flow, including but not limited to determining payment methods, scheduling, processing procedures and any changes thereof. Any updates or modifications to the Payment flow will be communicated to the Seller as deemed appropriate by HeyJaGa.
3.3 HeyJaGa may delay, suspend or cancel any Payment in case the Seller breaches any term of the Agreement or Policies and any Payment made to the Seller will not in any way be considered as a waiver of HeyJaGa’s rights.
3.4 If HeyJaGa concludes that the Seller’s actions and/or performance in connection with the Agreement are likely to result, or have resulted, in the Customer’s Dispute, chargebacks or other third-party claims, or if there are any sums owed by the Seller to HeyJaGa, then HeyJaGa may, at its sole discretion, withhold any Payment for the longer of:
(a) the minimum suspension period;
(b) the completion of any investigation regarding the Seller’s actions or performance; or
(c) the resolution of any Dispute.
3.5 To the extent required by the Laws, HeyJaGa will be entitled to withhold any and all taxes, duties, fees and other charges in connection with any order, Payment or otherwise under the Agreement. If HeyJaGa is required under the Laws or the law 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, HeyJaGa will make such deduction or withholding as required and the amount payable to the Seller will be reduced by any such amount necessary. A certificate or any similar document will be provided to the Seller proving that amounts deducted refer to withholding taxes applicable to Seller.
3.6 Any enquiry or dispute about any Payment will be made by in compliance with the claims/dispute process of HeyJaGa, which may be changed from time to time. Notwithstanding which, any such enquiry or dispute will be received by HeyJaGa on or before the expiration of one hundred and twenty (120) days after the order date, failing which, the Seller waives the right to dispute such Payment.
3A. USE OF ARTIFICIAL INTELLIGENCE
3A.1 Unless the context otherwise requires, the phrase “Artificial Intelligence” (“AI”) in this Agreement shall refer to automated systems or algorithms, whether self-developed or sourced from third-parties, designed for, inter alia, data analysis and insights generation, personalised recommendations and content, and automated customer service support, including but not limited to those available and powered by AI through the features, functionalities and interactions within the Platform.
3A.2 You consent to HeyJaGa’s applications of AI-powered tools and features within the Platform and the interactions with AI-powered tools and the collection and processing of data and personal data for amongst others, improving AI functionalities and other operational purposes as outlined in our Privacy Policy. HeyJaGa reserves all rights to impose AI systems and functionalities from time to time, into any modules within the Platform at its sole discretion.
3A.3 You further acknowledge that the AI outputs are provided on “as is” basis. AI outputs may not always be contextually accurate and certain decisions made by AI may involve probabilistic estimations or assumptions. By using our AI systems and our Platform, you acknowledge and agree that you shall bear sole responsibilities for any actions, decisions or outcomes resulting from reliance on the AI outputs in our Platform. HeyJaGa disclaims all liabilities for losses and damages arising from usage, errors or inaccuracies in AI outputs, AI-generated content and decisions made by users based on such AI outputs and AI-generated content.
3A.4 You agree not to:
(a) Exploit or manipulate our AI systems for illegal or unethical purposes;
(b) Attempt to reverse-engineer or tamper with AI functionalities or to decompile or discover the source code or underlying components of our AI systems;
(c) Automatically or programmatically extract data or AI outputs;
(d) Represent that the AI outputs was human-generated;
(e) Interfere with or disrupt our AI systems;
(f) Use AI outputs to develop models that compete with the Platforms; and
(g) Use the AI systems in violation of any applicable laws, rules, regulations and guidelines or these Terms.
3A.5 Our Platform may contain third-party software, products and services (“Third-Party Services”) and may include outputs and AI outputs from the Third-Party Services (“Third-Party Outputs”). Third-Party Services and Third-Party Outputs if any, shall subject to their own terms and conditions, of which HeyJaGa shall not be held responsible for the same. By using the Platform, you also acknowledge and consent to limited data sharing with any such third parties for operational purposes of third-party integrations.
- SELLER UNDERTAKINGS
4.1 By using the 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 Policies;
(c) provide Product that is of merchantable quality and fit for the purposes intended or advertised; free from defects in design, materials and workmanship; genuine, unused and not counterfeit Product;
(d) be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the order, the Payment or in any other way owed by the Seller under the Agreement;
(e) issue a valid invoice to the Customer, if required by the Laws;
(f) obtain all necessary rights, licences, permits or approvals required for the offer, advertising and Sale of Product on or through the Platform prior to their listing;
(g) ensure that any information provided under this Agreement, including for the listing (including the Content Materials) of the Product, is accurate, current, and complete and is not misleading or otherwise deceptive;
(h) fulfil all orders for Product at their stated quantity and scheduled date and time to the Customer;
(i) ensure that the Listing Price for any Products offered to the Customers will not exceed the price offered by the Seller outside the Platform for the same product in like under similar terms and conditions;
(j) upon the expiry or termination of this Agreement, the Seller shall cease all use of any of the Customer’s details in its possession or control unless it has obtained prior written consent of HeyJaGa or the respective Customer; and
(k) respond to HeyJaGa within 3 hours from the message sent via any form of electronic communication channel.
4.2 The Seller further undertakes, represents and warrants that it will not, directly or indirectly:
(a) without any valid reason, reject any of the Customer’s order and/or non-delivery of the Product more than three (3) times within any three (3) months;
(b) infringe on any content which violates or contravenes the patents, copyrights, trademark, moral rights, author’s rights, rights of publicity, trade names, trade secrets, know-how, licensing rights, contract rights or other proprietary or intellectual property rights under the laws of any jurisdiction (“Intellectual Property rights”) of any third party;
(c) post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic materials of any kind;
(d) post or display any political or religious content;
(e) 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;
(f) post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animal;
(g) conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
(h) use, or access, input or upload on the Seller’s Page and the Platform any material that is not directly connected with the Products, or permit the use of the 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 commercial or bulk email, interfere with the proper working of the Platform or Seller’s Page, transmit any viruses, Trojan horses or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;
(j) create any content which HeyJaGa considers is likely to have a material adverse effect on the Platform or its business in any way;
(k) liability or expose HeyJaGa to undue risk or otherwise engage in activities that HeyJaGa, in its sole discretion, determines to be harmful to HeyJaGa’s operations, reputation, or goodwill;
(l) use, disseminate, disclose any information (whether personal or otherwise) including but not limited to their names, addresses, telephone numbers, gender, age or contact any of the Customer;
(m) enter into any direct arrangements with the Customer for the offer of the Product or other products or services, except where notified or permitted by HeyJaGa to do so for the purposes of fulfilling a Customer’s order; and
(n) enrol or offer to enrol the Customers in any scheme or program other than as strictly required for warranty purposes.
4.3 The Seller undertakes and warrants that all its representations, warranties and undertakings in the 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 the Terms, provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, the Seller will promptly inform HeyJaGa for rectification.
- HEYJAGA RIGHTS
5.1 HeyJaGa may temporarily suspend or make unavailable the Platform and correspondingly the Seller’s Page without prior notice to the Seller due to any of the following:
(a) any repair or maintenance work performed on the Platform, including any updates or improvements implemented to them;
(b) any accident, delay, interruption or otherwise failure of any computers, hardware, networks or telecommunications lines involved in the provision of the Platform;
(c) suspension, delay or interruption of services of any third parties service provider used by HeyJaGa or its licensors in the provision of the Platform; or
(d) any other reasons that in HeyJaGa’s reasonable opinion determines necessitates the suspension or unavailability.
5.2 Notwithstanding any provision in these Terms, HeyJaGa will have the right, in its sole discretion, to impose penalty, to downgrade the Seller’s rating, to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Seller not to list, any or all Products that the Seller makes available to be listed for sale through the Platform or to deactivate the Seller’s Page if any if the following occurs:
(a) the Seller falls within any of the provision in Clause 11;
(b) if HeyJaGa receives a complaint(s) by the Customers against the Seller with respect to any non-delivery, late delivery or unsatisfactory services in excess of three (3) times within any three (3) months period;
(c) Seller’s high and/or frequent cancellation rates or ignoring the Customer’s orders which will impair HeyJaGa’s users’ experience and negatively impact HeyJaGa’s reputation and branding;
(d) HeyJaGa determines that it is necessary to suspend the Seller’s account for the protection of the Customers of the Seller; or
(e) Any other reason at HeyJaGa’s sole and absolute discretion provided that such determination is made in good faith.
5.3 HeyJaGa may subject the Product or the Seller to traffic activities, use mechanisms that rate, or allow the Customers to rate or review the Product and/or the Seller’s performance as a Seller and HeyJaGa may make these ratings and reviews publicly available.
- CONFIDENTIAL INFORMATION
6.1 Each Party acknowledges that the information it receives from the other Party, including all Customer data, is confidential, proprietary and may be a valuable commercial asset, and agrees not disclose any of it to a third party or use it for its own benefit without the prior written consent of the other Party.
6.2 The confidentiality obligations in Clause 6 shall not apply to information that:
(a) is generally available to the public without breach of this Agreement or disclosure by a Party;
(b) received by one Party from the other Party that has been approved for disclosure;
(c) is disclosed to a Party on a non-confidential basis by a third party without violation of any contractual or legal obligation by such third party or breach of this Agreement; or
(d) required to be disclosed by any law or regulation provided that prior to such disclosure, the Party making the disclosure shall give the other Party prompt advance notice so that the other Party has the opportunity if it so desires to seek a protective order or any other appropriate remedy in response to such disclosure.
6.3 Save for any copy required to be kept by the recipient of the Confidential Information for legal or regulatory reasons, the recipient will, at any time upon request from the discloser or upon the end of any relationship between the Parties, at the discloser’s option either:
(a) return to the discloser all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that all copies of the Confidential Information have been so returned; and/or
(b) destroy all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that the Confidential Information has been destroyed.
6.4The rights and obligations of the Parties under this Clause 6 will survive the termination of the Agreement.
- PERSONAL DATA
7.1 The Seller undertakes, represents and warrants that it will use and process Personal Data of the Customer:
(a) only for the purpose of the execution of the Agreement or Customer’s orders and not disclose it to third parties;
(b) in accordance with the requirements under the applicable personal data protection law; and
(c) in such manner that ensures HeyJaGa remains in compliance with the requirement under the applicable personal data protection laws.
7.2 The Seller agrees to indemnify and hold harmless HeyJaGa and each of its respective officers, employees, directors and agents from, and at HeyJaGa’s option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation), to the extent such claims arise from or may be in any way attributable to:
(a) any violation of the Agreement or the Customer’s orders by the Seller;
(b) the negligence, gross negligence, bad faith or intentional or wilful misconduct of the Seller or its subcontractors; or
(c) any security incident for which the Seller is directly or indirectly responsible.
- INTELLECTUAL PROPERTY RIGHTS AND CONTENT MATERIAL
8.1 The Seller acknowledges and agrees that all rights, titles and interest in the Platform including all patent rights, proprietary indicia, trademarks, service marks, copyrights, trade names, logos, symbols, brand names, and all other Intellectual Property Rights, including software (e.g. the Platform and any API’s or other software) and data (e.g. sales data, performance data, Customer data) shall belong exclusively to RISB and its licensors. The Seller will use and process such software and data only for the purpose of the execution of the Agreement. The Seller will not claim any Intellectual Property Rights, sell, assign, license, publish, lease or otherwise commercially exploit such software and data, and will immediately cease their use and processing upon termination of the Agreement or if so required by HeyJaGa at any time.
8.2 The Seller will not be entitled to use any Intellectual Property belonging to HeyJaGa without HeyJaGa’s prior approval in writing.
8.3 The Seller represents and warrants to HeyJaGa that it is the owner or has lawful rights with respect to the use of Intellectual Property rights concerning the Product and the Content Materials and hereby grants HeyJaGa a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the Content Materials.
8.4 HeyJaGa has no obligation to verify the accuracy, completeness and legality of Content Materials.
8.5 HeyJaGa retains the right to determine the use and placement of Content Materials, and the structure, appearance, design, functionality and all other aspects on the Platform, and, if any, the sales traffic activities.
8.6 Nothing herein contained will be deemed to limit or restrict the rights of HeyJaGa or any third party to assert claims for violation of any Intellectual Property rights against the Seller.
- LIMITATION OF LIABILITY
9.1 The Platform, the Seller’s Page, the Services and the Additional Services are provided on an “as is” basis. HeyJaGa 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, the Seller’s Page, the Services or the Additional Services will meet the Seller’s requirements and always be available, accessible, uninterrupted, timely, secure, or operate without error;
(c) that the information, content, materials, or products included on the Platform or the Seller’s Page will be as represented by HeyJaGa;
(d) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by HeyJaGa.
9.2 The Seller acknowledges that any information and any materials provided by or through the Platform, the Seller’s Page, the Services and the Additional Services may contain inaccuracies or errors and HeyJaGa hereby expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the Laws. Any link found on the Platform or the Seller’s Page is provided for the Seller’s convenience to provide further information. It does not signify that HeyJaGa endorses the contents thereof and HeyJaGa has no responsibility for the content of external links.
9.3 Notwithstanding the above, in no event shall the liability for damages under this Agreement of RISB, its affiliates, directors, agents and/or employees exceed all fees paid by the Seller to RISB under this Agreement for six (6) months.
- INDEMINIFICATION
10.1 The Seller shall be responsible for any commercial or legal liability that may arise as a result of its exercise of any of the rights granted under this Agreement. The Seller hereby agrees to release HeyJaGa (and its agents and employees) 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.
10.2 Any typographical clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of HeyJaGa will be subject to correction without any liability for HeyJaGa.
10.3 The Seller will defend, indemnify and hold harmless, HeyJaGa and its Affiliates and their employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) arising out of, or related to:
(a) a dispute between the Seller and any of its Customers with respect to the Services, including but not limited to any non-delivery or non-provision; delays in delivery or provision; or defects or non-satisfactory quality, of the Services in any way whatsoever;
(b) a dispute between the Seller and a third party concerning the Seller’s content on the Seller’s Page, including but not limited to, the infringement of the third party’s Intellectual Property rights;
(c) any disputes arising out of the Seller’s disclosure of any confidential information under this Agreement (including Customer data);
(d) any breach of any representations, warranties, or covenants made by the Seller under this Agreement;
(e) any infringement of a third party’s Intellectual Property rights caused by the Seller’s content on the Seller’s Page;
(f) any acts of wilful misconduct or gross negligence by the Seller, its affiliates, agents or personnel.
10.4 The foregoing indemnification provision under this Clause is in addition to, and not derogation of, any statutory, equitable, or common law remedy that HeyJaGa may have for breach of representation, warranty, covenant, or agreement, and for any claims arising out of or is the result, whether directly or indirectly, in whole or in part, from the Seller’s negligence or misconduct. - TERMINATION
11.1 This Agreement shall commence and expire on the dates as prescribed in the HeyJaGa Marketplace Partner Acknowledgment & Onboarding Form (“Initial Term”). This Agreement will automatically renew upon expiration of the Initial Term or any renewal term unless terminated in accordance with the Terms herein. HeyJaGa shall be entitled to immediately terminate this Agreement at its sole and absolute discretion or to suspend the access and use of the Seller’s Page and/or the Platform upon the occurrence of any one (1) of the following:
(a) any breach of the terms of this Agreement, which is capable of being remedied, is not remedied within ten (10) Business Days from the date of request by HeyJaGa;
(b) a petition for the bankruptcy or winding-up, corporate restructuring, reorganisation or other similar proceedings (and if any of the foregoing is filed against the Seller, such petition is not removed within thirty (30) days), or where a receiver is appointed or there is an assignment for the benefit of the Seller’s creditors;
(c) in the event of the dissolution or suspension of the Seller’s business, or where the Seller is unable to pay any of its debts when due, or meet any of its financial obligations including the failure to make any payments prescribed under Schedule A of this Agreement to HeyJaGa for a continuous period of three (3) months;
(d) an absence or lack of any reply or response to an enquiry made by HeyJaGa for a continuous period of two (2) weeks;
(e) an absence or lack of any reply or response to an enquiry made by the Customers and/or HeyJaGa users for a period of two (2) days;
(f) a cancellation rate by the Seller higher than 20% of all valid orders or requests for the month;
(g) the imposition of any penalty or fine in whatsoever manner in relation to the Seller’s business by any governmental body, public authority or official agency, under any applicable law or regulations in Malaysia;
(h) HeyJaGa determines, at its sole discretion, that the services of the Seller or the conduct in which the services are rendered, including any marketing and promotion activities carried out are inappropriate for the Platform; or
(i) if HeyJaGa determines at its sole discretion that there are justifiable reasons to terminate this Agreement with the Seller.
11.2 The Seller shall be entitled to terminate this Agreement if the Seller’s Page and/or the Platform is inaccessible by it for a continuous period of thirty (30) calendar days.
11.3 Alternatively, either Party may unilaterally terminate the Agreement without cause by providing fourteen (14) days’ prior written notice to the other Party.
11.4 Upon the termination or determination of this Agreement:
(a) the licenses and rights granted by HeyJaGa to the Seller under this Agreement shall immediately terminate and HeyJaGa may suspend the Seller’s use of the Seller’s Page, and the Platform;
(b) the Seller shall relinquish ownership of and return to HeyJaGa, all confidential information provided to under this Agreement in relation to the access and use of the Seller’s Page, and the Platform within a reasonable period of time determined by HeyJaGa; and
(c) the Seller shall, after thirty (30) days from the termination or determination of this Agreement, erase, destroy, and render unreadable all Customer data from its systems that have been acquired through its access and use of the Seller’s Page during the term of this Agreement.
11.5 For the avoidance of doubt, notwithstanding any termination for any reason, the Seller will remain responsible for the fulfilment of any pending order in and HeyJaGa will fulfil any pending Payment obligations. Any provision of the Agreement that, by its nature, is meant to survive the term or termination.
- NOTICE
12.1 Any notice consent, approval, request or demand (each a “Notice”) required to be served under this Agreement must be in writing; be signed by the authorised representative of the Party; and be delivered personally or by prepaid registered post or fax or email to the contact person designated in this Agreement:
To HeyJaGa:
Red Ideas Sdn Bhd
Unit 606, Block G,
Pusat Dagangan Phileo Damansara 1,
Jalan 16/11, Seksyen 16,
46350 Petaling Jaya, Selangor, Malaysia.
Fax: (+60) 3 7931 9955
Email: partnership@jagaapp.com
To the Seller, the contact details set out on the Seller’s Page.
- MISCELLANEOUS
13.1 Entire Agreement
This Agreement including HeyJaGa Marketplace Partner Agreement Acknowledgment & Onboarding Form, any annexes, schedules, addendums or exhibits, constitutes the entire agreement and understan2ding between the Parties with respect to all matters dealt with in this Agreement and supersedes any other agreement, arrangement or understanding (whether written or oral, express or implied) entered into prior to this Agreement with respect to any provision or matter dealt with in this Agreement.
13.2 Variation
HeyJaGa reserves the right, at its sole discretion, to amend, alter, modify, vary or supplement this Agreement at any time, without prior notice to the Seller. HeyJaGa shall promptly notify the Seller of any variations made to this Agreement and the latter’s continued use of the Seller’s Page and the Platform shall be deemed as an acceptance of the varied terms.
13.3 Approvals
Any approval or consent sought by a Party to this Agreement shall only be effective if communicated in accordance with Clause 12 of this Agreement.
13.4 Waivers
Any approval or consent given by a Party to the other Party requesting it, shall not be deemed to waive or render unnecessary the first Party’s approval or consent for any subsequent similar acts by the other Party. The Parties agree that no failure, omission, or delay on the part of any Party in the exercise of any right under this Agreement shall operate as a waiver of such right. The waiver by either Party of any breach of any provision of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provisions in this Agreement. Any waivers made by a Party must be in writing and signed by authorised representatives of both Parties.
13.5 Severability
The invalidity or unenforceability of any provision of this Agreement under any applicable law or court order shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.
13.6 Assignment
The Seller shall not assign any of its rights or obligations under this Agreement without the prior written consent of HeyJaGa. HeyJaGa may assign this Agreement without the consent of the Seller to an affiliate or a related third party that acquires a substantial portion of the assets or business of RISB.
13.7 Force Majeure
No Party will be liable to the other Party for any loss, damage or liability resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by a circumstance beyond its reasonable control, including, without limitation, to domain name server issues outside its direct control, labour strikes or shortages, riots, civil commotion, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, political interferences, labour conditions, industrial disputes, earthquakes, communications or power failure, lost or unavailable network connections, failed, incomplete or delayed computer transmissions, material shortages, lock down, movement control order or any other cause. The inability to meet any financial obligation is expressly excluded under Clause 13.7. A Party upon becoming aware of any event under Clause 13.7 shall immediately notify the other Party of the particulars giving rise to any delay or non-performance of any obligations under this Agreement, and the Parties shall in good faith take all necessary and appropriate actions to remedy such events.
13.8 Dispute Resolution
The Parties agree to settle any dispute expediently on an amicable basis and through negotiations in good faith. If any dispute remains unresolved after a period of sixty (60) days of such dispute, then either Party may seek legal recourse and/or seek to enforce their rights and remedies in the Courts of Malaysia.
13.9 Governing Law
Subject to the provisions of Clause 13.8, this Agreement shall be governed by and construed in accordance with the laws of Malaysia.
13.10 Interpretations
(a) In the event any provision in this Agreement is inconsistent with any other terms and conditions in respect of the same subscriptions, this Agreement shall prevail over any other terms and conditions.
(b) For the avoidance of doubt, all references to “Business Day” or “working day” in this Agreement shall mean a day other than a Saturday, Sunday or a gazetted public holiday which is observed in Selangor, Malaysia.
(c) Reference to “applicable laws” in this Agreement shall refer to any applicable constitution, laws, by-laws, statutes, ordinances, codes, rules, regulations, orders, judgments or decrees of any government, states or political subdivision thereof, courts, regulatory or semi-regulatory or administrative bodies. References to any statutes, rules, regulations, orders, directives shall be construed as references to such statutes, rules, regulations, orders, or directives as may be amended, re-enacted or as modified by any other statutes, rules, regulations, orders or directives.
- ANTI-BRIBERY AND ANTI-CORRUPTION (“ABAC”) POLICY
14.1 By continuing to use the Platform, you commit and undertake that:
(a) You have read and understood, and will fully comply with and adhere to this ABAC Policy that outlines RISB’s zero-tolerance against bribery and corruption as well as all applicable laws, rules and regulations relating to anti-bribery, anti-fraud and anti-corruption (“ABAC Applicable Laws”);
(b) You shall discharge your duties and obligations in an ethical manner and shall not offer, give, agree to give, promise or offer to any of RISB’s personnel or any other individuals any bribe, gift and/ or gratification to influence the decisions in favour of yourself;
(c) You have not been convicted nor being the subject of any investigation, inquiry or enforcement proceedings by the relevant authorities of any actual or suspected breach of the ABAC Applicable Laws;
(d) You shall report any actual or suspected breach of ABAC Applicable Laws as soon as reasonably practicable and to the extent permitted by laws to RISB;
(e) You have not been and are not listed by any government agencies as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts; and
(f) You shall take all measures and implement appropriate measures to ensure compliance with the ABAC Applicable Laws and/ or any other applicable provisions.
14.2 You further agree that:
(a) In the event you are in breach of any of the above undertakings or ABAC Applicable Laws or any other applicable provisions, RISB may terminate this Agreement immediately without prior written notice and without liability whatsoever on part of RISB, without prejudice to any other rights or remedies that RISB may have or any other appropriate action which RISB may take pursuant to this Agreement or any other applicable laws. You shall indemnify, defend and hold RISB harmless against any and all claims, demands, actions, damages, losses, liabilities, costs and expenses including legal fees, whether civil or criminal, arising out of or in connection with your breach hereof;
(b) You will endeavour to report to RISB immediately, in the event any person attempts to solicit any bribe or advantages, whether financially or otherwise, from you or any other person connected to you either as an inducement or incentive for you to be selected for a proposed business transaction with RISB or as a reward, gift or bonus or where you have reasonable grounds to suspect any breach of the obligations in this ABAC Policy or ABAC Applicable Laws from time to time;
(c) This ABAC Policy may be updated, amended or revised by RISB at any time and from time to time to ensure its adequacy in implementation and enforcements, and you shall fully adhere to all such amended. Your continuing use of the Platform shall indicate your full acceptance to any such revisions made herein;
(d) You are fully informed on the Whistleblowing Policy if any and the channels available to you as an avenue to report any misconducts or incidents in relation to the commercial transactions between RISB and you; and
(e) This ABAC Policy shall form part of the material terms within this Agreement.
Last Updated: 3rd December 2024.
