Terms & Conditions - Last updated: 1st April 2020
This Terms and Conditions applies to all Merchants engaging and authorising iPrice Group Sdn Bhd. Company No. 201401037809 (1113954-D) (“iPrice”) to list, promote and market their goods and/or promotions. By signing the Collaboration Agreement, you are deemed to have read and accepted the term and conditions stated herein. iPrice Group Sdn Bhd may amend and update the terms from time to time and iPrice Group Sdn Bhd may give you notice of such change via our website. You hereby agree that your continuous engagement and authorisation to iPrice shall signify your acceptance to the changes and any updates to the terms and conditions mentioned therein.
1. Appointment and Authorisation. iPrice operates its websites which aggregates and lists (i) consumer goods and products (“Goods”) available for sale and (ii) promotional codes and other promotions (“Promotions”) offered by various online ecommerce platforms. The Merchant hereby engages and authorizes iPrice, and iPrice agrees, to: (a) list the Goods made available for sale on the Merchant’s websites, onto iPrice’s websites and any other third party advertising channels (Affiliates Sites”), websites or avenues (whether online or offline)) as iPrice deems fit; and (b) to promote, market and list the Promotions offered by the Merchant such that persons visiting the iPrice websites or Affiliate Sites (“Visitors”) who click on the Goods and Promotions will be redirected to the Merchant’s website(s) (collectively referred to as “iPrice Service”). In consideration of this, the Merchant shall pay iPrice a Commission (defined in Item 2 below) for each purchase of such Goods and/or Promotions concluded between a Visitor and Merchant (“Transaction”) within the cookie lifetime.
2. Commission. iPrice will issue invoices to the Merchant on a monthly basis for the Transactions occurred for the month based on iPrice reporting interface, which shall reflect the total amount of Commission owing and payable to iPrice (“Invoice(s)”) except if the amount of Commission payable is below RM100.00; or where iPrice has not received the total number of conversions from the Merchant to issue to the invoice, in these circumstances, iPrice shall issue the invoice as soon as practicable. Invoices should be settled in full within fourteen (14) days of the date of such invoice. Late payment charge will be incurred on invoices paid after due dates at the rate of one and a half percent (1.5%) per month calculated on the outstanding amount due and payable until the payment is received by iPrice. The Merchant shall be responsible for any necessary taxes payable including withholding taxes, bank charges or other payments which may be required or imposed, such that the total amount of Commission stipulated as owed in an Invoice is settled in full.
3. Technical Integration and Content. 3.1. The Merchant shall provide iPrice with a data feed of product display, information and description of the Goods and Promotions (“Content”) that are available on the Merchant’s websites. 3.2. The Merchant represents and warrants that it is the owner of the Content or has the legal right to use the Content under licence or otherwise. The Merchant shall further represent and warrant that nothing in the Content submitted to us hereunder is infringing, false, harmful, abusive, misleading, obscene, hateful, racially or ethnically objectionable, disparaging, defamatory, libelous, slanderous, illegal, harassing or threatening. 3.3. The Merchant grants iPrice a royalty free licence to use, reproduce, share or utilize in any way whatsoever the Content in connection with this Agreement (including advertising on third party advertising channels, websites or avenues (whether online or offline) e.g. promoting your products via our newsletters, Facebook and other social media channels) and shall indemnify iPrice against any losses, damages, costs, expenses or any or all liabilities, claims, actions or proceedings brought by third party as a result of the Merchant’s breach of any of the terms in this Agreement in relation to the Content. 3.4. The Merchant also authorizes and allows iPrice to crawl the Merchant’s website(s) for the relevant product information only for the purposes of this Agreement. 3.5. In order for the Merchant to measure the Transactions that are generated by the Visitors that iPrice redirects, the Merchant needs to implement a system to track the conversions on the order confirmation page or the Merchant shall provide iPrice with other methods to track the conversion. iPrice shall conduct testing on the integration process by validating the tracking method provided by the Merchant.
4. Reporting. iPrice will provide a performance report to the Merchant or iPrice will provide the Merchant with access to iPrice’s reporting interface. The performance report or the reporting interface states, among other things, the number of clicks that iPrice has redirected to the Merchant’s websites(s) in a given timeframe and the corresponding Commission.
5. Validation Testing. Prior to providing the iPrice Service to the Merchant, either iPrice will test and validate your checkout system or iPrice will require the Merchant to conduct the test and provide iPrice with the proof of testing and validation. If iPrice conducts the testing, the testing procedure will be conducted for a range of Goods identified to iPrice in accordance with this Agreement and selected at random by us. Upon being notified of the outcome of the test transactions, you agree to cancel the test transactions immediately and/or refund the payment made to iPrice. If you do not cancel the successfully completed transaction(s) which were notified to you, you agree to refund iPrice in full for the transactions conducted during the testing period, within twenty four (24) hours from the notification to you on the outcome of the test transaction. Consequently, iPrice will not invoice the Merchant on the commission due from the testing transaction. The test transaction summary will be emailed to you as an official reference for the test orders for your payment and record purposes. All test transactions will be performed using the following email address: email@example.com.
6. Merchant’s Representations and Warranties. Merchant represents and warrants to iPrice that: (a) you are an entity, duly organized, validly existing and in good standing under applicable laws; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations granted here and if you are an agent or acting for and on behalf of another company or legal entity, you represent and warrant that you are authorized and lawfully able to bind that company or legal entity to this Agreement; (c) you and your subcontractors, agents and suppliers will at all times comply with any requirements which we may notify to you for participation under this Agreement and all applicable laws in your performance of your obligations and exercise of your rights under this Agreement. The above representation and warranties shall survive the expiration or termination of this Agreement.
7. Indemnity. You, as Merchant, or as agent acting for and on behalf of Merchant (as appropriate) agree to indemnify, defend and hold us harmless and our Affiliates and each of Parties’ respective officers, directors, employees, agents, successors, assigns and representatives (“Indemnified Party”), from and against any and all costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, suits, demands, action, proceeding or liabilities of any kind or nature to the extent (any and all of which are "Claims") which arise or result from: (a) your participation in this Agreement; (b) your breach, alleged breach or omission of any representation, warranty or obligation in this Agreement; (c) your display of any Goods or Promotions; or (d) any website, images, descriptions or other content, materials and information to which the Goods link to or that are contained in the product information you submit, including any Claim of actual or alleged infringement or misappropriation of any third party's intellectual property rights. The Indemnified Party shall promptly notify you of any written claim, loss or demand for which you are responsible under this Agreement. At our option, you will assume control of the defence and settlement of any Claim subject to indemnification by you (provided that, we may at any time elect to take over control of the defence and settlement of any such Claim). In any event, you may not settle any Claim without our prior written consent. For the purposes of this Agreement, “Affiliate” means any entity that directly or indirectly controls, is controlled by or its under the common control of iPrice. “Control” for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of iPrice.
8. Disclaimer. The facilities (iPrice’s Service, website and/or related system) provided by iPrice under this Agreement including all software, functions, materials and information made available or in connection with this Agreement are provided on an “as is” basis. iPrice does not warrant that its facilities, website or any other functionality under its purview will meet Merchant’s requirements, be available, uninterrupted or error free and iPrice will not be liable for the consequences of any interruptions or errors. iPrice disclaims any and all liability for any harm or damages caused by any third-party hosting provider.
9. Limitation of Liability. We will not be liable for any indirect, special, or consequential damages or any loss of revenue, goodwill, profits, data or punitive damage arising in connection with this Agreement whether the action is in contract or tort, even if we have been advised of the possibility of such damages. iPrice’s entire liability to the other Party for all claims, demands and proceedings arising under or in connection with this Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) will be limited to an aggregate amount equivalent to one (1) month of Commission payable preceding the claim.
10. Termination. Either Party may at any time during the Term of the Agreement, terminate this Agreement by provision of one (1) month prior notice in writing to the other Party
11. Confidentiality. 11.1 All Confidential Information disclosed by a Party (the "Disclosing Party") under this Agreement and so designated at the time of disclosure must be maintained in confidence by the other Party (the "Receiving Party') and must not be used for any purpose other than explicitly permitted under this Agreement. Regardless of whether so marked or identified, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party shall also be considered Confidential information of the Disclosing Party. 11.2 The Receiving Party is permitted to disclose the Confidential Information of the Disclosing Party only to the employees, advisors, investors or potential investors of the Receiving Party who need to know such Confidential Information, and provided that such parties are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party shall be responsible for any breach of such confidentiality obligations by itself or such parties. 11.3 The Parties shall treat the existence and contents of this Agreement as Confidential Information of the other Party and comply with the duty of confidentiality provided in Clause 11. 11.4 The obligations of Clause 11 shall not apply to information that: (a) was in the public domain at the time of disclosure to the Receiving Party; (b) becomes part of the public domain after disclosure, by publication or otherwise, through no fault of the Receiving Party; (c) was in the Receiving Party's possession at the time of disclosure to the Receiving Party, without acquiring, directly or indirectly, from the Disclosing Party; (d) the Receiving Party acquires from its own research and development, independent of disclosure from the Disclosing Party; (e) the Receiving Party receives from a third party who had the right to make such disclosure without any confidentiality restrictions; or (f) is disclosed in compliance with applicable judicial or administrative proceedings, provided that the Receiving Party notifies the Disclosing Party of such required disclosure, promptly and in writing. 11.5 Each Party recognizes and acknowledges that the Non-Defaulting Party would not have any adequate remedy at law for the breach by the Defaulting Party of any one or more of its obligations contained in Clause 11, and agrees that in the event of any such actual or potential breach, the nonbreaching Party may, in addition to the other remedies which may be available to it, file a suit in equity to enjoin the other Party therefrom.
12. Data Protection. Each Party undertakes to the other that it shall comply with all applicable data protection laws in connection with their obligations under this Agreement.
13. Intellectual Property. The Parties hereby acknowledge and agree that, each Party shall retain all rights in and to its patents, patent applications, patent disclosures, inventions and improvements (whether patentable or not), copyrights and copyrightable works (including computer programs) and registrations and applications therefore, including any software, firmware, or source code, trade secrets, know-how, database rights, drawings and all other forms of intellectual property and trademarks (collectively, “Intellectual Property”) created, developed or conceived prior to the Effective Date or outside the performance of obligations hereunder and, in each case, without use of or access to any Confidential Information of the other Party.
14. Notice. Any notice, invoice, request or other document or communication to be given under this Agreement shall be in writing and in the English language and may be given or sent by: (a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery; (b) registered post, express or other fast postal service, in which case it will be deemed to have been delivered within 7 (seven) days of it being posted; or (c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent, to the other party at the address or email address as stated on the Collaboration Agreement and as may be updated from time to time by the other party.
15.1 Severability: If at any time, a provision of this terms and condition is or becomes illegal, invalid or unenforceable, that provision shall be deemed deleted and shall not affect the validity or enforceability of any other provision.
15.2 Non-Assignability: The Merchant may not transfer, assign or novate any rights or obligations to a third party, without the prior written consent of iPrice.
15.3 Delay and Waiver: Delay in enforcing any right under this terms and conditions shall not hinder or prohibit such Party from enforcing such right. Failure of one Party to enforce any of its rights under this agreement shall not be deemed to be a waiver of such or any other rights or remedies available to it.
15.4 Force Majeure. Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure is caused by force majeure, such as civil disorder, military action, war, labor strike, fire, flood and other natural disaster and other circumstances which are beyond the control of the Party in question. In such event, the Party will submit immediate notice in writing to the other Party of the existence of such cause or event and of the likelihood of delay in order to be released under this provision. As soon as such circumstances have ceased, the Party relieved of its obligation shall resume its undertakings under this Agreement. If the circumstances continue for more than one (1) month, either Party may terminate this Agreement upon written notice to the other Party. In such cases the Parties shall not be liable to each other for any loss, damage, costs and expense suffered by the Force Majeure event.
15.5 No Partnership: Nothing in this terms and conditions shall constitute a partnership, joint venture, or other relationship between the Parties and no Party shall act as agent, representative, or associate to the other Party. No Party has the rights, power or authority to bind the other Party.
15.6 Entire Agreement: This terms and conditions embodies all terms and conditions agreed between the Parties in respect of this matter and supersedes all previous representations, warranties, agreements and undertakings between the Parties.
15.7 Survival of Agreement: This terms and conditions is to be binding upon the parties and their respective successors.
15.8 Governing Law: The Collaboration Agreement and this corresponding terms and conditions shall be governed by the laws of Malaysia. In the event of any dispute arising in connection with this Agreement, both Parties agree to co-operate in good faith to achieve a resolution within thirty (30) calendar days of the date the formal dispute notice was given to the other Party (“Resolution Period”). If such dispute is unresolved after the Resolution Period, Parties hereby submit to the non-exclusive jurisdiction of the Court of Malaysia.