Vendor
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MERCHANT AGREEMENT
The Merchant : ______________________________
The Company : HYPERLUX DOLCE VITA SDN BHD
WHEREAS
a) The Company operates an online service directory and its associated mobile applications (collectively known as “Platform”).
b) The Merchant wishes to offer its services through the Platform to be made use by the Company’s customers, who shall be the end-users (“End-Users”) of such services.
c) The Parties agrees that the Company advertises the Merchant’s services on the Platform.
d) The Merchant acknowledges and agrees that other parties (other merchants) providing identical or similar services as the Merchant may enter into agreement(s) with the Company to offer such services through the Platform. This Agreement does not constitute an agreement on the part of the Company to offer the Merchant’s services exclusively.
e) The Parties acknowledges and agree that the Company acts as contractor to the End-Users, and the relationship between the Company and the Merchant is one of contractor and sub-contractor. Nothing in this Agreement shall constitute or be deemed to constitute the Company as an agent or fiduciary of the Merchant.
In consideration of the covenants and agreements herein contained, the Parties mutually agree as follows:-
| 1. AUTHORISATION TO OFFER SERVICES ON PLATFORM | |
|---|---|
| 1.1 The Merchant authorises the Company to offer for rental to End-Users, in accordance with this Agreement and terms of use for the Platform from time to time published by the Company (the “Services”). | The Merchant authorising The Company to use Platform |
| 1.2 The Merchant elects to be anonymous to the End-Users. | Anonymous |
| 1.3 The Services offered by the Merchant shall be listed hereunder in Appendix A. | Services as per Appendix A |
| 2. THE PLATFORM | |
| 2.1 The Merchant shall grant the Company full authority to represent and market the Services offered by the Merchant, through the Platform of the Company. | |
| 2.2 The Merchant shall not hold the Company responsible for any misrepresentation of the Services. | |
| 2.3 The Merchant acknowledges and agrees that the Merchant grants full authority to the Company and the Company’s Platform to represent and market the Services offered by the Merchant. | |
| 3. FEES AND AGREED PRICE | |
| 3.1 There shall be no listing fee chargeable by the Company for the Services offered by the Merchant on the Platform. | No listing fee |
| 3.2 The Merchant agrees with the Company that in respect of the Services performed by the Merchant which are contracted through the Platform, the Merchant shall pay the Company the Company’s Fee as defined in and in accordance with Appendix B, or as may be varied by notice from the Company to the Merchant by not less than 14 days’ notice. | The Merchant shall pay fees as defined in Appendix B |
| 3.3 The Merchant acknowledges and agrees that all agreed price and/or final price for the relevant Services shall include any applicable taxes, including but not limited to Goods and Services Tax (if applicable). | |
| 3.4 The Merchant acknowledges and agrees that the Company shall have full discretion to determine the price and/or final price, and shall have the right to do so without reference to the Merchant. | |
| 4. PAYMENTS TO MERCHANT | |
| 4.1 The Merchant acknowledges and agrees that all payments to be made to The Merchant shall be made by The Company and not by the End-Users | Payment to the Merchant made by The Company |
| 4.2 Payments to Merchant by the Company is set out in Appendix B below. Appendix B may be updated from time to time, and the Company shall obtain the Merchant’s agreement and attestation of signature. | |
| 4.3 As such, the Merchant agrees and undertakes to the Company that under no circumstance shall the Merchant seek to be paid (whether in cash or otherwise) by, or accept payment (whether in cash or otherwise) from, End-Users for the performance by the Merchant of any Services. | Merchant shall not collect from End- Users, only to receive payment from the Company |
| 4.4 Any payments approved by the Company to be paid to the Merchant for the successful provision of Services by the Merchant shall be paid directly to the bank account notified by the Merchant to the Company for that purpose (as may be amended by the Company to the Merchant by not less than 14 days’ notice). | Payment by the Company directly to the Merchant’s account |
| 4.5 Payments shall be made by the Company to the Merchant in Ringgit Malaysia. The Company shall bear all relevant bank, transaction and currency conversion charges, such that the Merchant shall be paid a net sum equal to the Agreed Price less the Company’s Fee, for each performance of Services. However, the Merchant shall be responsible for any relevant withdrawal costs and charges in respect of such payments. | Payment in RM |
| 5. MERCHANT’S REPRESENTATIONS & WARRANTIES | |
| 5.1 The Merchant represents and warrants to the Company that, The Merchant:- | |
| 5.1.1 has the power and authority to enter into this Agreement and perform the Services, and possess the relevant titles, approvals, licences, permits and authorisations to lawfully and properly perform the relevant Services under this Agreement; | |
| 5.1.2 has the power to own its assets and carry on the Services; | |
| 5.1.3 has a valid insurance policy for the vehicle; | |
| 5.1.4 is not subject to any insolvency and/or any legal proceedings; | |
| 5.1.5 the entry into and performance by the Merchant, of this Agreement do not and will not conflict with: a. any law or regulation applicable to it; b. its constitutional documents; and c. any agreement or instrument binding upon the Merchant and its assets; |
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| 5.2 The Merchant acknowledges and agrees that the Company is entering into this Agreement in reliance on the representations and warranties set out in the Clause 5 here in above. | |
| 6. OBLIGATIONS OF THE MERCHANT | |
| 6.1 The Merchant shall comply with the rules, policies and procedures of the Platform produced by the Company from time to time. | |
| 6.2 The Merchant shall not engaged in any form of activity which is or which could be construed to be, damaging to the reputation of the Platform or the Company, whether in writing or orally, and in any medium whatsoever. | |
| 6.3 The Merchant shall take such action as may be necessary to comply promptly with any and all laws, by-laws or other requirements of any parliamentary acts, authority having jurisdiction of the Platform, affecting the Platform and the Services. | |
| 6.4 The Merchant shall ensure that the vehicle which is necessary for the performance of the relevant Services is provided by the Merchant, and that such vehicle is in good and serviceable working order. | |
| 6.5 The Merchant shall indemnify in full and hold harmless the Company for any accident or incident resulting directly or indirectly from the Merchant’s performance of any of the Services. | |
| 6.6 If requested to do so by the Company, the Merchant shall promptly provide the Company with evidence of the permits, licences and/or any other documentation which evidences the Merchant’s capacity, authority, capability or experience to carry out and perform any of the Services. | |
| 6.7 The Merchant acknowledges and agrees that the End- Users are entitled to cancel a confirmed booking/appointment for the performances of the Services in accordance with the “Cancellation Policy” in respect of the cancellation of the Services, as set out and updated on the Platform from time to time. No charge shall be imposed by the Merchant in respect of a confirmed booking/appointment for the Services which is cancelled in accordance with the Cancellation Policy. | |
| 6.8 The Merchant acknowledges and agrees that the End- Users usage of the vehicle for the Services shall be subject to the usual wear and tear, and increase in mileage. | |
| 6.9 The Merchant acknowledges and agrees that the End- Users may assist on a best effort basis to claim from the Merchant’s insurance, in the event of any accidents that cause damage to the vehicle. | |
| 7. INDEMNIFICATION | |
| 7.1 The Merchant shall indemnify, defend and hold harmless the Company from and against any and all claims, demands, liabilities, costs (including, without limitation, the cost of litigation and legal fees), damages and causes of action, of any nature whatsoever which arise out of or are incidental to the performance of the Services by the Merchant or which are based on or attributable to the End-User’s negligence, fraud, deceptive practices, or wilful misconduct, or the Merchant’s negligence, fraud, deceptive practices, or wilful misconduct and breach of any provision of this Agreement. | Merchant shall indemnify, defend and hold harmless the Company for all End-User’s and Merchant’s actions |
| 7.2 The indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the Company shall be entitled, whether pursuant to some other provision of this Agreement, at law or in equity. | |
| 8. TERM AND TERMINATION | |
| 8.1 This Agreement shall be effective from the date of this Agreement until it is terminated in writing by either party by not less than one (1) months’ notice. | 1 months’ notice for Termination |
| 8.2 Upon the termination of this Agreement, the Merchant’s listing on the Platform shall be removed but the Merchant shall still perform and shall receive payment for, any Services contracted through the Platform prior to the termination of this Agreement becoming effective. | Continual Services and payment, prior to Termination |
| 8.3 This Agreement shall be subject to immediately cancellation by either party in the event of a material breach in the terms of this Agreement by the other party | Material breach |
Appendix A
Description: ______________________________
Marque/Brand: ______________________________
Model: ______________________________
Vehicle registration number: ______________________________
Damages (if any):
This is to certify that me, Fabian Hung Hing Fung (NRIC: 870511-14-5965) on behalf of Hyperlux Dolce Vita Sdn Bhd is leasing __________ from ___ _______ ___ until ___ _______ ___ .
Merchant Details: ______________________________
NRIC: ______________________________
_____________________ _____________________
Fabian Hung Hing Fung
870511-14-5965
Appendix B
(Merchant’s Mode Payment)
The Company’s Fee: RM / Monthly
Duration of Merchant’s Services Provided:
i) RM , Monthly
ii)
iii)
iv)
Bank Account (Details)
Account No: ______________________________
Account Name: ______________________________
Bank Name: ______________________________