[Malaysia] Certified Electronic Program - Terms and Conditions

Carousell is bringing the confidence and trust back into the journey of buying used mobile phones and electronic goods for Carousell users, with the assurance of inspected quality and support from the most trusted sellers in our network (“Carousell Certified Electronics Program”).

If you are an authorised seller participating in our Carousell Certified Electronics Program, the following terms and conditions (“Standard Terms and Conditions”) apply to you. These Standard Terms and Conditions establish the terms of the relationship between you and Carousell in relation to you as a Certified Electronics seller. By registering and signing up to the Carousell Certified Electronics Program as an authorised Certified Electronics seller, you hereby acknowledge, accept and agree to these Standard Terms and Conditions, Carousell’s standard Terms of Service and Privacy Policy.

1. Definitions
   1.1 In these Standard Terms and Conditions, unless the context otherwise requires:

“Agreement” shall mean these Standard Terms and Conditions and the Participation Agreement it is attached to;

“Buyer” shall mean the buyer of the Products;

“Carousell” shall mean Mudah.my Sdn Bhd (a Carousell Group company);

“Carousell Platform” shall mean the Carousell branded mobile application (in the Territory only) and the Carousell online marketplace accessible on the world wide web at https://www.carousell.com.my/;

“Confidential Information” shall mean any information in whatever media or form disclosed by Carousell to the Partner under the Agreement, such as the terms and mechanics of the Carousell Certified Electronics Program, (i) marked or identified as confidential by Carousell (for oral or visual disclosure); or (ii) which by its nature is clearly intended to be confidential;

“Data Protection Laws” means all applicable personal data protection laws including the Personal Data Protection Act 2010 and its subsidiary legislation, as may be amended, supplemented or substituted from time to time.

“Intellectual Property Rights” means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design, or where relevant, any application from any such right, know-how, trade or business name, domain name, top level domain or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world. 

“Listings” shall mean the listings of the Products uploaded by the Partner (or by Carousell, for and on behalf of the Partner) on the Carousell Platform under the Carousell Certified Electronics Program, and “Listing” shall be construed accordingly;

“Live Listings” means any Listing successfully posted on the Carousell Platform that has not been marked as sold;

“Partner” shall mean you, in your capacity as a merchant or seller that sells new or used mobile phones and/or electronic good at the retail level and who, as our Certified Electronics seller, sells the Products via the Carousell Certified Electronics Program on the Carousell Platform; 

“Participation Agreement” shall mean the participation agreement signed between the Partner and Carousell for the Carousell Certified Electronics Program (including all appendices, schedules, annexures, exhibits attached thereto) and other amendment to the Participation Agreement as agreed from time to time by the Parties in writing;

“Parties” shall mean both Carousell and the Partner, and “Party” refers to any one of them;

“Partner Marks” shall mean the Partner’s trade marks, trade names, logos, symbols, brand name, and other proprietary indicia or combination thereof, as indicated in the Participation Agreement;

“Personal Data” has the meaning assigned to it in the relevant Data Protection Laws.

“Product(s)” shall mean new or used mobile phones and/or other electronic goods which is sold by the Partner;

“Successful Transaction” means the completion of a sale of the Product via the Carousell Platform and the Buyer has received the Product and no valid disputes are being raised by the Buyer;

“Territory” shall mean Malaysia;

“Transacted Price” shall mean the price of the relevant Product sold by the Partner via the Carousell Certified Electronics Program to the Buyer;

“User” shall mean users of the Carousell Platform.

1.2. Any reference to any statute or legislation shall be deemed to be a reference to such statute or legislation as amended from time to time, and be deemed to include any subsidiary legislation made thereunder.

1.3. The headings used are for convenience and shall not be construed as limiting the effect and generality of any provision. 

1.4. Words importing the singular shall also include the plural and vice versa where the context so requires.

2. Term and Fees
   2.1. The Partner’s participation in the Carousell Certified Electronics Program shall commence and all terms shall be validly binding upon the Parties upon the execution of the Participation Agreement, and shall continue until otherwise terminated between the Parties according to the terms of the Agreement.
   2.2. Carousell reserves the right to amend and/or impose any charges, rates and/or fees (“Fees”) for the Partner’s participation in the Carousell Certified Electronics Program. Any such Fees shall be in accordance with Carousell’s prevailing subscription rules and fees which will be set out in the Participation Agreement. 
   
   
3. Scope and Partner’s Obligations
   3.1. Non-Exclusivity: The Partner shall operate as a non-exclusive partner of Carousell.
   3.2. The Partner shall provide to Carousell the Partner’s latest business profile search extracted from the Companies Commission in the Territory (dated no earlier than 1 month from the date of the Agreement).
   3.3. The Partner shall adhere to and meet the following requirements in respect of its Listings:
          3.3.1 amount of Listings to be capped at a maximum of 2,000 items;
          3.3.2. maintain a minimum of hundred (100) Live Listings at any given time; 
          3.3.3. follow the listing template provided by Carousell and ensure that Listings include actual                    and current pictures of the Products and are maintained in the right category,
                   with accurate description on the condition, sale status, and price;
          3.3.4. be responsible to maintain the Listings and shall procure that each Listing shall at all                          times, be compliant with the Carousell’s marketplace rules and guidelines found at                            Marketplace Policies & Guidelines;
          3.3.5. guarantee the availability of the Products per the Listings, and shall ensure such Products                  are available for purchase by Buyers;
          3.3.6. keep all Listings current and updated on the Carousell Platform, and ensure that all                             Products that have been sold on the Carousell Platform are removed in a timely manner;
          3.3.7. ensure that the price of the Listings shall not exceed the price of the Products listed in                      other websites and platforms; and
          3.3.8. ensure that the Listings on the Carousell Platform will be on no less favourable terms
                   than those offered by the Partner at its physical stores and/or online stores and
                   that the price of the Listings shall not exceed the prices set out in the
                   Partner’s online stores.
   
   3.4. The Partner shall ensure that all Products sold on the Carousell Platform are authentic and compliant with Carousell's Counterfeit Policy and offer a money-back guarantee for authenticity on all Products on the Carousell Platform.
   3.5. The Partner shall implement Buyer Protection (as defined in Carousell - Buyer Protection) in full, for all the Products on the Carousell Platform. All Listings with Buyer Protection enabled will have a maximum transaction limit of RM20,000. Transactions exceeding such value will be rejected upon order submission.
   3.6. The Partner shall ensure that all Products include a charging cable and have been professionally inspected for defects (including the 40-points inspection checks as set out in the Participation Agreement) and are 100% functional with at least 80% battery life at the time Buyer purchases and receives such Products.
   3.7. The Partner shall offer a seven (7) days exchange policy to all Buyers allowing a one-time exchange for all Products conditional upon Products being unused and in the same condition as when it was delivered, as demonstrated by the Partner, and on condition that the same Product is available.  The seven (7) days exchange period shall commence on the date of delivery or date of collection of the Product(s), whichever is applicable. Any dispute on the date of delivery shall be resolved with proof of delivery and/or tracking code provided by the delivery company. Any dispute on the date of collection shall be resolved with proof of the agreed collection date between the Partner and Buyer, as indicated in the message sent to the Buyer via the Carousell Platform. If the Product cannot be exchanged due to unavailability, the Buyer may choose to (a) exchange the Product for another item of the same or lower value without reimbursement; or (b) top up the difference for another item of a higher value. 
   3.8. For each Product, the Partner shall provide a warranty for a guaranteed minimum period of thirty (30) days offering free repair services and free exchange for all software and hardware issues including battery, and allowing a full refund if an exchange/repair cannot be carried out. The warranty period shall commence on the date of delivery or date of collection of the Product(s, whichever is applicable). Any dispute on the date of delivery shall be resolved with proof of delivery and/or tracking code provided by the delivery company. Any dispute on the date of collection shall be resolved with proof of the agreed collection date between the Partner and Buyer, as indicated in the message sent to the Buyer via the Carousell Platform. 
   3.9. The Partner shall offer the following delivery options to Buyers for all Product orders:
         3.9.1 free tracked standard delivery to fulfil orders within three (3) days from payment
                 of all Products, with proof of delivery;
         3.9.2 self-collection for all Products at the Partner’s store, with the collection date
                 to be communicated to and agreed with the Buyer via Carousell Platform message. 
   
   3.10. The Partner shall ensure that all Product orders are (a) delivered in a timely manner according to the timeframe stipulated under such delivery option as agreed between the Partner and the Buyer, to the designated address provided by the Buyer; or (b) made available for self-collection by the Buyer according to the collection date agreed between the Partner and the Buyer, at the Partner’s store location.
   3.11. The Partner shall generate and maintain full and complete documentation for:
          3.11.1 each delivery made of Products sold to Buyers, including proof of delivery. Documentation for delivery must clearly indicate that the Buyer (or its representative) has received the Product, include a signature, photos showing successful delivery, or any other form of acknowledgment; and 
          3.11.2. self-collection of Products by the Buyers at the Partner’s store, including a transaction receipt. Documentation for self-collection must clearly indicate that the Buyer (or its representative) has collected the Product, and should include date of collection, the Buyer’s Carousell transaction ID, or any other form of acknowledgment, 
   
   and the Partner shall make this documentation immediately available to Carousell upon request, and shall retain it for a period of at least three (3) months from the date of delivery or self-collection (as the case may be).
   
   3.12. The Partner shall ensure that in no event shall there be any hidden fees, additional processing fees or administrative charges as part of the transaction, other than the Transacted Price and any other fees as clearly shown on the Listings.
   3.13. The Partner shall, where applicable, maintain all communications with the Buyers on the Carousell Platform via the Carousell chat function and keep all transactions on the Carousell Platform.
   3.14. The Partner shall respond to all queries from Users, Buyers, and/or the public as soon as possible but in any event no later than twelve (12) hours; and all queries from Carousell’s operations team within twelve (12) hours.
   3.15. The Partner shall display a high degree of accountability and adhere strictly to the Carousell Community Guidelines.
   3.16. The Partner shall use best endeavours to provide proof of transparency to Users on the Partner’s process of determining the condition of the Products, where requested by such User.
   3.17. The Partner shall grant to Carousell a worldwide, fully-paid and royalty-free licence, to use the Partner Marks, for the purpose of promoting the Carousell Certified Electronics Program and Products and host, store, use, display, reproduce, modify, adapt, edit, enhance, publish, advertise the pictures and any relevant materials uploaded by the Partner on the Carousell Platform for the purpose of promoting the Products.
   3.18. The Partner shall grant Carousell unfettered access to the Partner’s Carousell account to modify and/or edit Carousell-owned content on the Listing(s).
   3.19. The Partner shall offer a buy now pay later (BNPL) payment option to the Buyers for the purchase of Products, and disclose all terms and conditions of the BNPL payment option to Users, including but not limited to the total Transacted Price, any interest charges, and the payment schedule. The Partner shall be responsible for any and all obligations related to the BNPL payment option, including but not limited to compliance with all applicable laws and regulations related to such BNPL payment option.
   3.20. The Partner shall not, at all times:
            3.20.1 persuade, induce, or attempt to induce Users to transact outside the Carousell Platform and/or to recover the Transacted Price and/or any other fees from Buyers outside the Carousell Platform; or
            3.20.2. communicate or attempt to communicate with the Buyers via methods of communication outside of the Carousell Platform (e.g. WhatsApp chat, mobile call, text messaging etc).
   
   3.21. The Partner agrees not to engage in any deceptive or misleading practices in connection with the Listings or sale of Products on the Carousell Platform under the Carousell Certified Electronics Program, including but not limited to:
          3.21.1. listing items that are not currently in-stock or available for purchase;
          3.21.2. misrepresent the availability, price, condition, quality, or any other aspect of any Product and/or Listing;
          3.21.3. use false or misleading descriptions, images or other content to promote its Listings to Users;
          3.21.4. engage in any form of bait-and-switch or other misleading marketing tactics designed to induce Users to purchase items other than the ones they intended to buy; and/or
          3.21.5. use any automated or manual means to manipulate the appearance, placement, or ranking of any of its Listings in a manner intended to promote visibility of its Listings or to mislead and/or deceive Users.

4. Carousell’s Obligations: Carousell shall:
    4.1. Carousell shall raise awareness of the Carousell Certified Electronics Program through communication and publicity campaigns.
   4.2. Carousell shall, where applicable, endorse the Partner with a “Certified” badge on the Carousell Platform.
   4.3. In respect of listings by the Partner on the Carousell Platform, Carousell shall:
         4.3.1. provide the Partner with listing templates to be used by the Partner for its Listings; and
         4.3.2. offer assistance to the Partner to list its Products on the Carousell Platform by way of a “bulk upload tool”, whereby the Partner shall provide Carousell with full information for Products it intends to list and Carousell shall upload such Products on the Carousell Platform for and on behalf of the Partner.
   4.4. Carousell shall set up an FAQ page specifically for the Carousell Certified Electronics Program.
   4.5. Carousell shall enable all transactions to be completed through a “buy now” button on the Listings for all Buyers to pay digitally via Buyer Protection.
   4.6. Carousell shall create and produce all creatives, artwork, designs and/or copy in relation to the publicity campaigns.
5. Representations and Warranties
   5.1. Each Party agrees and acknowledges that it:
        5.1.1. has read and understood the Agreement;
        5.1.2. has sought its own independent legal advice in respect of the Agreement and its participation in the Carousell Certified Electronics Program;  and 
        5.1.3. shall bear its own costs incurred in the negotiations leading up to and in the preparation of the Agreement, its participation in the Carousell Certified Electronics Program, and of matters incidental to the Agreement.
   5.2. Each Party represents and warrants that: (a) it has the full power and authority to enter into the Agreement and to carry out the transactions contemplated by it; (b) it has taken all action necessary to authorise the execution, delivery and performance of the Agreement; and (iii) the execution and delivery of the Agreement by such Party and its compliance with the terms thereof, do not and will not conflict with or result in a breach of any terms of, or constitute a default under, any agreement, obligation or instrument to which such party is a party or by which it is bound.
   5.3. The Partner undertakes, represents and warrants that: (a) it is the sole owner of the Products sold on the Carousell Platform and that all Products sold are authentic; and (b) all statements and particulars made or given to Carousell were and remain true and accurate in all respects and is not misleading in any way.
   
   
6. Indemnities
   6.1. The Partner shall indemnity Carousell against all losses, damages, costs, claims, demands, and actions incurred by or made on Carousell by reason of any losses or damage howsoever caused, that may be suffered by any Buyer from sale of the Products as contemplated under the Agreement.
   6.2. The Partner shall indemnify and hold harmless Carousell against any and all actions, claims, proceedings, damages, losses, costs and expenses resulting from (a) the Partner’s breach of these Standard Terms and Conditions and any Data Protection Laws; (b) the Partner’s breach of any statutory requirements, duty or law; (c) the Partner’s violation of any rights of another person or entity related to the transactions contemplated in the Agreement; (d) the sale of the Products by the Partner on the Carousell Platform; (e) inaccurate Product information (including but not limited to photos, status of external and internal conditions of the Products, item model number, price, notes on defects, and colour) as uploaded by the Partner for its Listings on Carousell Platform or as provided by the Partner to Carousell pursuant to Clause 4.3.2; and/or (f) any third party intellectual property claims arising from or in connection with the Partner Marks and/or the Products sold on Carousell Platform.
   
   
7. Rights, Liabilities and Disclaimers
   7.1. The Partner acknowledges and agrees that Carousell reserves the right, at any time and from time to time to:
        7.1.1. modify or discontinue, temporarily or permanently, the Carousell Certified Electronics Program, the products, tools, features, and/or services (or any part thereof) of the Carousell Certified Electronics Program and on the Carousell Platform (“Services”) and shall not be liable in any way to the Partner for any modification, suspension or discontinuation of the Services;
        7.1.2. nominate a representative to, at any given time, access the Partner’s account and insights and be entitled to make copies of all documents and relating information for the purposes of verifying the number of Successful Transactions made via the Carousell Certified Electronics Program;
        7.1.3. remove the Partner’s Listings on the Carousell Platform at any time and from time to time should any of these Listings be deemed by Carousell to be non-compliance with Clause 3 of these Standard Terms and Conditions; and
        7.1.4. (where applicable) remove all endorsements given to the Partner in relation to its participation in the Carousell Certified Electronics Program and any endorsements on the Carousell Platform in the event where Carousell deems that the Partner has failed in its obligations as set out in the Agreement. 
   
   7.2. Carousell shall not be liable in any way to the Partner for any indirect or consequential losses, loss of profits or loss of business suffered by the Partner arising out of or in consequence of the removal as stipulated in Clauses 7.1.3 and 7.1.4 above.
   7.3. Carousell is not liable or responsible for handling any disputes between the Partner and the Buyer(s). All disputes about quality or performance of the Product shall be resolved directly between the Partner and the Buyer.
   7.4. Carousell shall not be held responsible and/or liable for (a) the Product and/or Listing information provided by the Partner; and/or (b) the quality, merchantability or the fitness for any purpose or any other aspect of the Products offered by the Partner.
   7.5. The Partner understands, acknowledges, and agrees that it is solely responsible for all information and details in relation to the Product and/or Listings provided by it on the Carousell Platform, and any loss or damage which it sustains as result of the information and details provided is solely its responsibility.
   7.6. Carousell does not represent or warrant that any Product placed in the Carousell Certified Electronics Program will lead to a sale.
   7.7. Ownership of all rights, titles and interest in and to all Intellectual Property Rights of Carousell or embodied in the Carousell Platforms belong to Carousell. Nothing contained in these Standard Terms and Conditions shall be deemed to transfer any such right, title or interest to you in any way.
   7.8. THE PARTNER ACKNOWLEDGES AND AGREES THAT THE PARTNER’S ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES OR THE CAROUSELL CERTIFIED ELECTRONICS PROGRAM IS TO (A) REQUEST FOR TERMINATION OF THE PARTNER’S PARTICIPATION IN THE CAROUSELL CERTIFIED ELECTRONICS PROGRAM; AND/OR (B) DISCONTINUE ANY USE OF THE SERVICES. IN NO EVENT SHALL CAROUSELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PARTNER’S ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY THIRD PARTY CONTENT AND SERVICES, OR ARISING OUT OF OR IN CONNECTION WITH THE PARTNER’S CONDUCT OR THE CONDUCT OF OTHER USERS IN CONNECTION WITH THE USE OF THE SERVICES, THE CAROUSELL PLATFORM, OR PARTICIPATION IN THE CAROUSELL CERTIFIED ELECTRONICS PROGRAM INCLUDING WITHOUT LIMITATION DEATH, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OR PERSONS THE PARTNER MEETS THROUGH THE CAROUSELL PLATFORM OR PARTICIPATION IN THE CAROUSELL CERTIFIED ELECTRONICS PROGRAM, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CAROUSELL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   
8. Termination
   8.1. Either Party shall be entitled to terminate the Agreement by providing at least thirty (30) days written notice to the other Party.
   8.2. Notwithstanding the generality of Clause 8.1, Carousell may by written notice to the Partner (a) suspend or terminate the Partner’s Carousell account(s) and/or access and participation in the Carousell Certified Electronics Program; or (b) terminate the Agreement immediately, upon the occurrence of any of the following events:
        8.2.1. the Partner defaults in payment of any of the payments payable under the Agreement;
        8.2.2. the Partner breaches any of its obligations under Clause 3 or any material terms of the Agreement;
        8.2.3. the Partner has made any representation or warranty to Carousell and/or any Buyer in connection with these Standard Terms and Conditions and the Carousell Certified Electronics Program which is unfair or untrue or incomplete or if any such representation or warranty shall be breached or proven to be incorrect or incomplete in any material respect;
       8.2.4. the Partner violates, fails to observe or fails to perform any of the terms and conditions of the Agreement and the Carousell Certified Electronics Program whether express or implied;
       8.2.5. the Partner, its directors, employees and/or agent (a) is or shall be convicted and/or investigated of any offence involving fraud or dishonesty; (b) is guilty of any act or threatened act, which brings Carousell or its related corporations or itself into disrepute or which in Carousell’s opinion is prejudicial to its interests;
       8.2.6. the Partner enters into liquidation proceedings or enters into a composition with its creditors or is under receivership or judicial management; 
       8.2.7. the Partner ceases, suspends, threaten to cease or suspend to carry on its business or substantially the whole of its business; 
       8.2.8. if any suit, proceedings or action of any kind whatsoever including but not limited to litigation, enforcement, arbitration, administrative, criminal, bankruptcy and/or winding up proceedings shall be commenced, threatened or continued against the Partner;
       8.2.9. in the event of any act, threats of, verbal and/or written abuse against any Users, Carousell representatives and/or officers; and/or
       8.2.10. any part of the Agreement ceases to comply with the laws of the Territory and, as a result, any one of the obligations herein cannot be legally performed.
   
   8.3. In the event of termination of the Agreement, the Parties agree:
       8.3.1. to consult with each other and use all reasonable efforts to agree on an orderly manner to wind-up the activities of the participation under the Carousell Certified Electronics Program;
       8.3.2. that the Partner shall pay Carousell all fees due and payable under the Agreement within seven (7) days from the effective date of such termination;
       8.3.3. that the terms of the Agreement and (unless otherwise agreed between the Parties) shall automatically terminate, save for those obligations which by their nature are intended to survive termination of the Agreement shall survive; 
       8.3.4. that the terms and conditions of the Agreement shall continue to apply and each Party shall remain liable to perform its obligations under the Agreement up to the effective date of termination (including the agreed exchange and warranty period and fulfilment of completed orders in respect of the Products by the Partner); and 
       8.3.5. that each Party shall remain liable for any breach of its obligation which has occurred prior to termination.
   
   8.4. In the event of termination of the Agreement, the Partner agrees and undertakes, for all Products sold up to the effective date of termination, to continue to provide the warranty and exchange policy (as described under Clauses 3.7 and 3.8 of these Standard Terms and Conditions) for all such Products sold, until the warranty or exchange policy timeframe applicable to each of such Product has expired.
   8.5. Termination of the Agreement howsoever caused shall not affect the rights of either Party under the Agreement which may have accrued up to the date of termination.
   
   
9. Confidentiality
   9.1. The Partner shall at all times:
       9.1.1. secure and keep confidential all Confidential Information;
       9.1.2. not grant access or disclose any Confidential Information to any person other than (a) to its employees, contractors, and/or agents whose duties require them to possess or consider the Confidential Information and even then, strictly on a need to know basis only; or (b) with the prior written consent of Carousell, and such persons shall prior to such disclosure agree to keep such Confidential Information secure and confidential; and
       9.1.3. not use the Confidential Information for any purpose otherwise than as contemplated by and subject to the terms of the Agreement.
   9.2. The confidentiality obligations under Clause 9.1 shall not apply to any part of the Confidential Information which:
       9.2.1. was generally available to the public or enters the public domain through no improper action or inaction by the Partner or by anyone to whom the Partner lawfully disclosed the Confidential Information at the point of such disclosure;
       9.2.2. was available to the Partner on a non-confidential basis prior to disclosure by Carousell; 
       9.2.3. was independently developed by the Partner whether on its own or jointly with a third party or third parties who have had no access to or knowledge of the said Confidential Information;
       9.2.4. is required to be disclosed by any law, judicial order or decision or regulation or rule of any governmental or regulatory authority, whether in the Territory or elsewhere.
   9.3. The provisions of this Clause 9 shall survive termination of the Agreement.
   
   
10. No Waiver
    10.1. No failure on the part of Carousell to exercise, and no on its part in exercising, any right or remedy under the Agreement and no course of dealing between the Parties shall be construed or operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in the Agreement are cumulative and not exclusive to any other rights or remedies (whether provided by law or otherwise). No waiver of such breach shall operate as a waiver of any subsequent or continuing breach thereof.
11. Assignment
    11.1. The Agreement cannot be assigned by the Partner without prior written consent of Carousell. Carousell however, shall be at liberty to assign the Agreement without the consent of the Partner.
    
    
12. Right to Vary
    12.1. The Parties agree that Carousell may make changes to the features or offerings provided by Carousell in respect of the Carousell Certified Electronics Program under the Agreement from time to time. Carousell shall use commercially reasonable efforts to notify the Partner of any such material changes where the mode of such notice shall be at Carousell’s discretion and may be via a written notice or by updating the Standard Terms and Conditions on the Carousell Platform or its help center. If the Partner continues with its participation under the Carousell Certified Electronics Program after the change(s) become effective, the Partner will be bound by the change.
    
    
13. General
    13.1. Carousell and the Partner are independent contractors, and nothing in the terms of the Agreement shall constitute or deemed to constitute a partnership, joint venture or relationship of agency, employer and employee between the Parties.
    13.2. Any notice required or permitted to be given by either Party to the other under these terms shall be in writing addressed to the other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice and shall be deemed to have been received in due course of post. In the case of Carousell, a copy of any notice provided under the Agreement shall be provided to legal_notices@thecarousell.com. 
    13.3. If any provision of these Standard Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
    
    
14. Collection, Use and/or Disclosure of Information:
    14.1. The Partner:
         14.1.1. consents to Carousell, its officers, employees, agents and advisers collecting, using or disclosing such information (including its accounts) relating to the Partner; and 
         14.1.2. (where relevant) shall procure that all relevant individuals whose Personal Data has been disclosed to Carousell by or through the Partner (including authorised signatories and representatives) (collectively the “Relevant Individuals”) consent to Carousell, its officers, employees, agents and advisers collecting, using or disclosing such information (including their accounts) related to such Relevant Individuals, 

to the persons stipulated in Clause 14.2 (“Relevant Persons”) wherever situated (whether in the Territory or elsewhere) to the extent that the information is Personal Data, in connection with processing of payments under the Agreement, and the purposes as set out in Carousell’s Privacy Policy, or as is otherwise required or permitted in accordance with applicable law.

         14.2. Relevant Persons:
              14.2.1. any financial institution (whether acting as the Carousell’s bank or otherwise);
              14.2.2. Carousell’s head office and any of its branches, representative offices, subsidiaries, related corporations and affiliates;
              14.2.3. any court, government and regulatory agency or authority;
              14.2.4. any actual or potential assignee or transferee of, or participant or sub-participant in, any of Carousell’s rights or obligations herein (or any of their agents or professional advisers);
              14.2.5. any auditor of the Partner, and the Partner shall pay all costs, charges, fees and other out-of-pocket expenses, whether legal or otherwise in respect of such disclosure;
              14.2.6. the guarantor or any other person providing security or credit support for the Partner’s obligations;
              14.2.7. any credit bureau or credit reference or evaluation agency and any member or subscriber of such credit bureau or agency;
              14.2.8. any insurer, reinsurer and insurance broker;
              14.2.9. any service provider or any other related person(s) including third party service providers, sales and telemarketing agencies, business partners or otherwise under conditions of confidentiality imposed on such service providers, for the purposes of data processing or providing any service on behalf of Carousell to the Partner or in connection with such outsourcing arrangements Carousell may have with any third party where Carousell has outsourced certain functions to the third party;
             14.2.10. any solicitor, repossession agent, storage yard or facility, or any other third party acting for Carousell in connection with the enforcement of Carousell’s rights and remedies under the Agreement;
             14.2.11. any debt collection agency or person engaged by Carousell to collect any sums of money owing to Carousell from the Partner;
             14.2.12. the Partner’s agent, executor or administrator, receiver, receiver and manager, judicial manager and any person in connection with any compromise or arrangement or any insolvency proceeding relating to the Partner;
             14.2.13. any of the Partner’s director (in the case of a company) or partner (in the case of a partnership, limited partnership or limited liability partnership) and authorised signatory;
             14.2.14. to the extent the information is Personal Data, to the persons identified in Carousell’s Privacy Policy; and
             14.2.15. any other person to whom disclosure is permitted or required by law.

         14.3. If any Relevant Individuals should withdraw their consent to any or all use of their Personal Data, depending on the nature of the withdrawal request, Carousell may not be in a position to perform any of its obligations under the Agreement. Such withdrawal may accordingly constitute a repudiatory breach of the Partner’s obligations under the Agreement, and Carousell may upon notice to the Partner terminate the Agreement without prejudice to Carousell’s other rights and remedies at law against the Partner.

         14.4. The Partner acknowledges and agrees that Carousell does not warrant the security of any information sent or transmitted to Carousell whether electronically or otherwise and the Partner hereby accepts the risk that any information sent or transmitted to Carousell may be accessed by unauthorised third parties. To the extent permitted by law, the Partner shall not hold Carousell or any of its officers, employees or agents responsible or liable for any such access or disclosure or for any damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by the Partner as a result of such access or disclosure.

         14.5. In the event the Partner receives any Personal Data from Carousell, the Partner agrees to: (a) comply with the directions of the Carousell and all relevant obligations under the Data Protection Laws; (b) keep the Personal Data under its control and ensure that it shall only process, use or disclose such Personal Data strictly for the purposes as notified to it and consistent with the terms of the Agreement; (c) ensure that it establishes and maintains effective technical and organisational security measures to safeguard the Personal Data from access or use; and (d) not transfer any Personal Data to a place outside of the Territory without Carousell’s prior consent. Any capitalised terms used which are not defined herein but are defined in the Data Protection Laws or in these Standard Terms and Conditions shall bear the same meaning as set forth in the Data Protection Laws or these Standard Terms and Conditions (as the case may be).

         14.6. The Partner shall have a privacy policy accessible to Users that describes the manner in which the Partner protects and uses any Personal Data of the Buyers or Users (as may be applicable).

15. Entire Agreement
    15.1. The Agreement sets forth the entire agreement and understanding between Carousell and the Partner in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings between Carousell and the Partner in connection with the matters dealt with and described herein.
    
    
16. Governing Law and Jurisdiction
    16.1. The Agreement shall be governed by and construed in accordance with the laws of Malaysia. 
    16.2. The Parties hereby submit to the exclusive jurisdiction of the courts of Malaysia.
    16.3. The illegality, invalidity or unenforceability of any provision of the Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.  If any one or more of the provisions contained in the Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained therein shall not in any way be affected or impaired but the Agreement shall be construed as if such invalid, unlawful or unenforceable provision had never been contained therein.