Website terms and conditions: marketplace for goods to businesses; seller side

 

Terms and Conditions applicable to a seller of goods using MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk).

These terms and conditions are the contract between you and MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk). (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them.

MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk). is a trade name of Malaysian Supermarket UK Ltd, [10676726 incorporated in England], whose [registered office / address] is at [197 Tame Road, Birmingham, B6 7DG, West Midlands, United Kingdom].

1.          Definitions

“Content” means the textual, visual or audio content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content such as advertising material, and all other product or service related material Posted by you.
“Our Website” means any website of ours, and includes all web pages controlled by us.
“Post” means place on or into Our Website any Content or material of any sort by any means.
“Product” means any item offered for sale by you on Our Website, whether physical goods or downloads.
“Service” means all of the services available from Our Website, whether free or charged.

2.          Our contract

  • The relationship between us is solely that:
    • in consideration of a fee charged by us, we provide for you an Internet market place as an arm’s length contractor.
    • we act as your agent solely in the collection of money paid by your buyer-customer.
    • we are not publishers partners or joint venturers.
  • If you place a Product for sale on Our Website, you do so subject to these terms.
  • You will provide on Our Website all the information regarding the description and specification of the Products you place for sale.
  • Although we are not a party to your contract with a buyer introduced to you via Our Website, we shall remove your Products from offer if a customer or Our Website visitor has a valid complaint against you.
  • We may change this agreement in any way at any time. The version applicable to your contract is the version which was posted on Our Website at the time that the contract was made.
  • Subject to this agreement and to the procedures set out on Our Website, you may enter a Product for sale through Our Website.

3.          Your Product placement

You agree that you will:

  • not place any Product for sale which is not of merchantable quality or which requires for its setup or use a level of technical expertise which is not fully explained to a customer before purchase.
  • immediately to remove from sale on Our Website any Product which for any reason, you are unable to supply.
  • not re-place any Product we remove from offer for sale.

4.          Delivery

  • Deliveries of hard copy and physical products will be made from your premises, by post or by a carrier instructed by you subject to the contract between you and your customer.
  • You will notify both the customer and [MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk).] by email on the date of sending, that the Product has been despatched and of the expected delivery date if you are sending the product from other country.
  • If at any time, any customer notifies you of non-delivery within the time scale offered by you on Our Website, you will investigate immediately and tell the customer that you are doing so, what you are doing, and when you expect to be able to deliver the Product.
  • In the absence of information to the contrary, you agree to despatch a Product within seven days of notification of order by us, by a method likely to reach the buyer within a further fourteen days.
  • If it is apparent that a customer has not received a Product within fourteen days of the expected delivery date, you will refund money paid, including any delivery charge. This is a condition of your contract with us because our reputation, as well as yours, is at stake in those circumstances.

5.          Products returned

You agree that you will at all times:

  • reply promptly and in any event within 48 hours to any customer message or other correspondence;
  • comply with the law relating to all aspects of the contract between you and your customer.
  • when you have an obligation to return money to a customer for any reason, you will do so immediately, as provided by the returns and refunds policy set out on Our Website;
  • in the event that goods bought are not available, you will immediately tell your customer and refund any money paid;
  • comply with the [MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk).] procedures relating to satisfaction of an order, goods returned and payment, as set out on Our Website from time to time.
  • provide information to us in respect of any claim for non-delivery and any dispute as to payment, so as to enable us to identify the possibility of fraud.

6.          The selling procedure

  • [MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk).] is not responsible for the fulfilment of your contract to sell a Product if you are sending the product from other country.
  • Your contract with a buyer through Our Website is made when you acknowledge the order or despatch the goods. Until that time, the customer’s action is an “invitation to treat”. We have arranged our terms with buyers in that way so as to give you the opportunity to decline a buyer or provide the full information required by the law.

OR

  • You agree that a contract to sell a Product offered by you is a firm and binding contract as soon as your customer’s payment has been accepted by our payment service provider.
  • Subject to discounts and promotions, Products are offered for sale at a fixed price. VAT may be due and will be either included in the price or shown separately. If not shown, it will not be charged.
  • All Products may be subject to a delivery charge which will be shown at the pay point. The delivery charge will be fixed by you for each item offered for sale. It may be changed at your discretion. Once you have sold an item, the delivery charge offered by you at the time of purchase cannot be increased.
  • Products will be offered for sale and sales made, subject to the terms and conditions applicable to buyers. You accept and endorse these terms and agree to comply in all respects with the corresponding obligations of a seller. You may view the buyer’s conditions on Our Website at any time.
  • We shall send you a message by email at the time of each sale, providing full information about that sale.
  • You agree to provide an adequate stock of any Product placed by you for sale through Our Website and to tell us, through your control panel, if at any time your supply is exhausted.

7.          Value added Tax

  • Fees and commissions specified on Our Website are exclusive of VAT.
  • Whether or not you are located in UK you must provide to us a valid UK VAT registration number.
  • If you are located in the UK, we will show and retain the amount of VAT due on our charge for our services in addition to the amount of commission due to us.

OR

  • If you are located in the UK, and you provide a valid UK VAT registration number, we will not charge or deduct VAT from sums due to you.
  • [MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk).] has the right to demand additional information about your business so far as it may affect your VAT registration, at any time, from you or from a governmental authority.

8.          Our commission and payment to you

  • We sell your Product at the price you place on it, subject to these terms and subject also the requirements we set out on Our Website from time to time.
  • Our fees and commissions are payable on demand. You irrevocably authorise us to deduct them from sums paid to us by your buyer.
  • Our Website selling system is an automated system which can be followed by you through a “control panel”.
  • The proportion of each sale receipt retained by us is as agreed by us in writing.

OR

  • The proportion of each sale receipt retained by us is as set out elsewhere on Our Website.
  • Where our commission is based on a percentage of the sale price, you may not artificially inflate the delivery charge and reduce the price of the Product in order to reduce our commission. If we believe that you do so, we may immediately cease to deal with you.
  • We will pay you within 14 days of confirmed despatch of order.
  • If you have a bank account located in the UK, we will transfer money via the internet, in full.
  • If you do not have an account in the UK, we will transfer money in any sum at your request and at your cost. We will pay for the transfer if the sum due is over the limit specified from time to time on Our Website pages.
  • We will send you an invoice for our charges.
  • If we do or could earn interest on any cash balance in our control for the period between payment by a customer and our accounting to you, we are free to keep that interest and have no obligation to account for it to you.
  • If an action by a buyer results in a charge back to our account, you agree that we may deduct the sum charged back together with any fee paid to our service provider and bank, from any sum due to you, at or after that time.
  • If you or we accept a return from a customer and consequently refund his payment, we are not obliged to repay commission to you.
  • If in our discretion we believe that your performance as a seller results in a significant number of charges back and / or buyer disputes or if we believe you are in breach of this agreement, we are free to hold back payments to you until we are satisfied that disputes have been settled and / or breach rectified.

9.          Advertising your Product

If you accept our offer to advertise market or promote your Product, the following conditions apply.

  • We may use the services of a specialist Internet marketing business associated with [MalaysianSupermarket Marketplace (https://malaysiansupermarket.uk).]
  • We and not you will contract with any other person or company for specialist services. You will be under no obligation except to us for the price charged.
  • The price charged to you will include all payments we make to others.
  • The cost of work ordered by you is payable in full, in advance. If you so request us, by indication on Our Website, we will deduct the cost from your account.
  • We give no guarantee as to the success of any advertising placed.
  • We shall receive no secret commission on advertising services. But note that the service supplier is associated with us.

10.      Your Product warranties

  • You warrant that Product you place on Our Website:
    • is of satisfactory quality within the meaning of the Sale of Goods Act 1979 amended upto1994;
    • free from defects in design, quality, material and workmanship;
    • comply with all statutory requirements and regulations and voluntary codes of conduct relating to the goods and their sale and supply.
    • you have the legal ownership or legal authority to sell the Product.
  • You also warrant that any Product you place on Our Website for sale:
    • is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;
    • does not offend against the law of any country whose citizens might purchase it;
    • is not intended primarily to advertise any business, except your business.
  • You warrant that you own the copyright of any Content you place on Our Website for sale, or that you have the permission of the copyright owner:
    • to enter or upload that Content;
    • to receive the net proceeds of such sales as arise.

11.      How we handle your Content

  • If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control over who sees it or what anyone does with it.
  • Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
  • You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
  • You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
  • Please notify us of any security breach or unauthorised use of your account.

12.      Restrictions on what you may Post to Our Website

We invite you to Post Content to Our Website for [marketing your products and services and in other ways]. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law.

We do not undertake to moderate or check any item Posted.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

  • be unlawful, or tend to incite another person to commit a crime;
  • be obscene, offensive, threatening, violent, malicious or defamatory;
  • be sexually explicit or pornographic;
  • be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
  • use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement.

13.      Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

  • hyperlinks, other than those specifically authorised by us, as explained on Our Website;
  • keywords or words repeated, which are irrelevant to the Content Posted.
  • the name, logo or trademark of any organisation other than yours.
  • inaccurate, false, or misleading information.

14.      Security of Our Website

If you violate Our Website we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

  • modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
  • link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
  • download any part of Our Website, without our express written consent;
  • collect or use any product listings, descriptions, or prices;
  • collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
  • share with a third party any login credentials to Our Website;

15.      Copyright and other intellectual property rights

  • All content on Our Website, is the property of either us or our affiliates or suppliers of products for sale. It is all protected by international copyright laws.
  • You may not copy, modify, publish, transmit, create derivative works from, or in any way exploit any of the content, except as is expressly permitted in this agreement or with our written consent.
  • For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

16.      Interruption to the Service

  • We give no warranty that the Service will be satisfactory to you.
  • We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
  • You acknowledge that our Service may also be interrupted for reasons beyond our control.
  • You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to our Service.

17.      Our disclaimers

  • We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss whatever.
  • We are not liable in any circumstances for damages resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.
  • Our Website and Services are provided “as is”. As to Our Website and Services, we make no representation or warranty of any kind, express or implied, including, without limitations, warranties:
    • as to fitness of Our Website and Service for a particular purpose;
    • as to availability and accessibility, without interruption, or without error;
    • any obligation, liability, or remedy in tort whether or not arising from our negligence.
  • You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.

18.      Your indemnity to us

You agree to indemnify us against all loss and expense, including legal fees and management time related in any way to:

  • a claim by any person in respect of any Product;
  • protecting the reputation of our business by our making a payment to a customer of yours in circumstances where you have failed to make that repayment or otherwise comply with your contract with that customer.
  • any cost to us arising from a decision by us to comply as your agent, with any obligation of yours, whether or not we have your permission, arising out of any law, including:
    • the deletion or amendment of any text or other content you have placed on Our Website;
    • any payment we make on an ex gratia basis, arising from a contract between you and a buyer;
  • a claim or assessment or order to pay tax based on any sum paid by us.
  • legal or other fees we incur in defending a claim or the imposition of a fine or penalty;
  • our management time in dealing with any failure or alleged failure by you to comply with any relevant law.

19.      Data Protection Act 2018 Compliance

  • Your own personal data will be held and processed by us in the ways set out in our privacy policy at https://malaysiansupermarket.uk/terms-and-conditions/
  • Insofar as we process personal and other data of the buyers or other person with whom you interact in the course of your business following terms apply:
    • to satisfy your legal obligations and ours, we will agree to comply with the provisions of the Schedule.
    • those obligations shall continue to apply after expiry or termination of this agreement for any reason.

20.      Miscellaneous matters

  • You undertake to provide to us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
  • So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
  • If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
  • If you are in breach of any term of this agreement, we may:
    • terminate your account and refuse access to Our Website;
    • remove or edit Content, or cancel any order at our discretion.
  • Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
  • No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
  • You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
  • Any communication to be served on either of us by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail:within 24 hours if no notice of non-receipt has been received by the sender. [Take care before agreeing to accept service by e-mail. It may be convenient, but the parties could miss or accidentally delete the message].
  • In the event of a dispute between us, then, if we so ask, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
  • This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that act.
  • We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control, [including any labour dispute].
  • In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
  • The validity, construction and performance of this agreement shall be governed by the laws of [England and Wales / Scotland / Northern Ireland] and you agree that any dispute arising from it shall be litigated only in that country.

 

Schedule: Data Protection Act 2018 Compliance

  1. Definitions

In this Schedule, the following words shall have the following meanings:

“Act” means the Data Protection Act 2018.
“Associate” means any corporate or other form of organisation or any individual person with whom you have an association which does, or could, entail the transfer of personal data to us for processing.
“ICO” means the Information Commissioner’s Office.
“Data Protection Legislation” means all or any of:

(a) the UK GDPR,

(b) the Act,

(c) regulations made under the Act

(d) regulations made under section 2(2) of the European Communities Act 1972 which relate to the EU GDPR or the Law Enforcement Directive.

“the UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (United Kingdom General Data Protection Regulation), as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
“Law Enforcement Directive” means Directive (EU) 2016/680 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of the prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties, and on the free movement of such data, and repealing Council Framework Decision 2008/977/JHA.

“data controller”, “data processor”, “sub-processor”, “data subjects”, “personal data”, “process”, “processed” and “processing” shall have the meanings respectively, as defined in the Act.

In this agreement, “personal data”, is limited to data which comes into our hands in some way connected to this agreement.

  1. Data Protection
    • The obligations described in this Schedule are in addition to our obligations under the Data Protection Legislation.
    • To enable us to provide the Services under this agreement, you authorise us to process personal data on your behalf.
    • We both agree that you and your Associates are data controllers, and we are your data processor in relation to personal data.
    • Details of the anticipated processing activities are set out at Appendix 1 to this Schedule.
  2. How we shall process data

We shall at all times comply with the provisions and obligations imposed by the Data Protection Legislation and, in particular, shall:

  • process personal data only to the extent necessary to provide the Services;
  • ensure that every person processing personal data under this agreement does so strictly on a need-to-know basis, has received training on their obligations relating to handling of personal data and is bound by confidentiality obligations no less stringent than our confidentiality obligations under this agreement;
  • in order to use commonly accepted international communications and money transfer protocols, it will be necessary to use sub-contractors for certain service provision. We shall not necessarily be aware of the identity of every organisation involved in the train of communications. When that happens, we accept full responsibility for our compliance with the Data Protection Legislation.
  • subject to the exceptions mentioned in the last previous sub-paragraph, we will not use subcontractors for personal data processing under this agreement without your prior written consent.
  • wherever possible, enter into a written contract with each such sub-processor, which includes the same obligations on the sub-processor as those imposed on us by You under this agreement.
  • subject to the other provisions of this Schedule, not process personal data or permit any third party to process personal data outside of the United Kingdom unless:
    • UK standard contractual clauses approved by the ICO are entered into between you or your relevant Associate as data exporter, and the relevant recipient of the personal data as data importer; or
    • the recipient of the personal data has entered into a data processing agreement with you; or
    • the recipient of the personal data is regulated within the United States of America solely by the U.S. Department of Commerce, is certified under the UK/US Privacy Shield framework, and continues to be certified for the period within which it processes the personal data; or
    • the recipient of the personal data has entered into binding corporate rules, which are valid in respect of the processing of personal data under this agreement and have been approved by the ICO; or
    • the transfer is to a recipient located within a jurisdiction whose law relating to the processing of personal data has been approved by the ICO (subject to any applicable restrictions).
  • have in place at all times appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the personal data, to prevent accidental, unauthorised or unlawful destruction, loss, alteration, or access to personal data, including as a minimum whatever security measures you notify and instruct us to use. Examples of such measures are:
    • the pseudonymisation and encryption of personal data;
    • the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and
    • a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing;
  • maintain a written record of all categories of processing activities carried out on your behalf and when you ask, copy it to you. The record shall contain:
    • Our name and contact details and (where applicable) those of our approved sub-processors and details of their respective data protection officers;
    • the categories of personal data, data subjects and processing activities carried out on behalf of you and your Associates;
    • where applicable, transfers of personal data to a third country (i.e. non-EU Member State) or an international organisation, including identification of that third country and documentation evidencing implementation of suitable safeguards; and
    • a general description of the technical and organisational security measures we have installed as referred to in Section 56 of the Act;
  • when you ask, give to you or to the ICO, access to our employees, data processing facilities, procedures, and records to inspect and audit compliance with the Data Protection Legislation and the terms of this agreement. We shall (and shall ensure any sub-processor shall) give all reasonable cooperation and assistance.
  • immediately tell you (and in any event within 24 hours) after becoming aware of any actual or suspected unlawful destruction, loss, alteration, disclosure of, or access to, personal data transmitted, stored or otherwise processed by you or any sub-processor under this agreement;
  • provide reasonable assistance to you in:
    • responding to data subject’s requests to exercise their rights under the Act;
    • responding to communications received from the ICO relating to the processing of personal data under this agreement, including notifying You immediately of any such communication;
    • taking measures to address data security incidents, including, where appropriate, measures to mitigate their possible adverse effects;
    • promptly upon your request, transfer personal data to a third party in compliance with a request from a data subject to exercise their right to data portability;
    • make available to you on request all information necessary to demonstrate compliance with the obligations set out in this Schedule; and
    • at your request (no more than once in every calendar year) complete and return without delay your information security and data protection questionnaires.
  1. Post termination
    • Upon termination of this agreement, we and any sub-processor shall:
      • physically destroy all copies of media upon which any personal data was supplied and any further copies made by us;
      • return all personal data stored in hard copy to you;
      • delete all personal data stored in soft copy, by some method which prevents future re-activation of that data;
    • Where we or our sub-processor is required to retain personal data in order to comply with applicable law, we will tell you and will retain such personal data only in our capacity as a data processor and shall comply with our obligations as a data processor, as far as applicable law permits.
  2. Warranty and acceptance of liability
    • We represent and warrant that the information provided in any response to any request by you shall be complete, true and accurate, and will not misrepresent our business or practices in respect of our ability to comply with the Data Protection Legislation and our obligations under this agreement.
    • If any act or omission of ours or our sub-processors results in data transmitted or processed under this agreement being lost or degraded so as to be unusable, then we shall be liable to you for the cost of reconstituting the data and/or yours and your Associate’s costs in recreating such data.

 

 

Appendix 1 to Schedule

Data Processing Activities

What we or you may process in each category

  1. We shall process this basic personal data
    • Name
    • Address
    • Email address
    • Telephone number
    • Date of birth
    • Technical information relating to electronic communication, which is personal information only when associated with the name or identity of the data subject
    • [list all other depending on whether data passes]
  2. We shall process the data of these data subjects

Data of buyers, so far as their data is required in order to satisfy our obligations under this contract and comply with the Data Protection Legislation.

  1. This is why and how we shall process personal data
    • Our processing of personal data will be limited to such activity as is reasonably required to satisfy our obligations under this contract.
    • We shall not make contact with any data subject nor seek additional data from any other source.
  2. Retention period
    • We may retain personal data, along with much other data, for six years, for these reasons:
      • for accounting and taxation purposes;
      • to provide evidence if required in connection with a legal claim;
      • for any other reason where the law provides a six years limitation period;
    • If any event occurs which requires us lawfully to continue to retain data beyond that period, then we may do so.

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