[Malaysia] Standard Terms of Service - Certified Electronics Program

These standard terms and conditions (the “Standard Terms and Conditions''), shall govern the relationship between Mudah.my Sdn Bhd [200701024583 (782603-V)] - A Carousell group company (“Carousell” or “Company”) and the partner (“Partner”) of the non-exclusive partnership to, inter alia, list and advertise the Partner’s Products on the Carousell Platform. The Partner agrees to accept and pay for, and Carousell agrees to provide the services (“Services”) (more definitively set out in the Agreement.)

Capitalised terms used but not defined herein, shall have the respective meanings given to them in the Agreement.

1. FURTHERANCE OF PARTNERSHIP

2.  CONFIDENTIAL INFORMATION 

2.1.  For the purposes of this Agreement "Confidential Information" means, in relation to each Party, any information which is disclosed to that Party (the "Receiving Party") and/or its Representatives by another Party (the "Disclosing Party") and/or its Representatives pursuant to or in connection with this Agreement, whether orally or in writing and includes information which relates to the business of any of the Parties, personal data provided by any of the Parties, or any of their principals', clients' or customers' transactions or affairs, such material is marked as being confidential or is by its nature intended to be exclusively for the knowledge of the Receiving Party alone.

2.2   The Receiving Party undertakes to the Disclosing Party that, except as provided by Clause 2.3 below or as authorised in writing by the Disclosing Party, it shall at all times:

i. secure and keep confidential all Confidential Information;

ii. not disclose any Confidential Information to any other person except to its Representatives whose duties require them to possess or consider the Confidential Information and strictly on a “need to know” basis only; and who shall prior to such disclosure agree to keep such information confidential; and

iii. not use the Confidential Information for any purpose otherwise than as contemplated by and subject to the terms of this Agreement.

2.3   Clause 2.2 of this Standard Terms and Conditions shall not prohibit disclosure of any Confidential Information to any other persons where the Receiving Party can demonstrate that such Confidential Information:

i. was generally available to the public or enters the public domain through no improper action or inaction by the Receiving Party or by anyone to whom the Receiving Party lawfully disclosed the Confidential Information at the point of such disclosure;

ii. was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party;

iii. was independently developed by the Receiving Party 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; or

iv. is required to be disclosed by any law, judicial order or decision or regulation or rule of any governmental or regulatory authority, whether in Singapore or elsewhere.

2.4   The provisions of this Clause 2 shall survive any termination or expiration of this Agreement.

3.    REPRESENTATION, WARRANTIES AND INDEMNITIES

3.1.  Each Party represents to the other Party hereto that: 


i. such Party has full authority and capacity to enter into, execute and deliver this Agreement and to perform its obligations and the transactions contemplated hereby;

ii. the execution and delivery of this 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.

3.2.  The Partner represents and warrants to Carousell that:

i. it is the sole owner of the entire right, title and interest in the Partner Licence, Product Materials or has the right to license or sublicense the same for which a license is granted under this Agreement;

ii. all Products sold on the Carousell Platform are authentic; and 

iii. any and all information which has been given in writing or made available by or on behalf of the Partner to Carousell, in relation to the subject matter of the Agreement, at any time was when given and remains, true, complete and accurate and not misleading in any way. 

3.3    The Partner will further indemnify and hold harmless Carousell on a full indemnity basis against: 

i. all losses, damages or other liabilities, whether direct or consequential including but not limited to legal costs, Carousell may incur or suffer arising from or in connection with the Agreement or the Products listed by the Partner;

ii. third party intellectual property claims, arising from or in connection to the Partner Licence and/or the Products sold by the Partner; and

iii. all actions or claims which may be made against Carousell by reason of the Partner’s breach of its obligations under this Agreement and/or any acts or omissions of the Partner which may have caused loss, distress, or damage to any person or property.

4.       CAROUSELL RIGHTS 

i. The Partner acknowledges and agrees that Carousell reserves the right, at any time and from time to time to modify or discontinue, temporarily or permanently, the Tools, products, tools features and/or services (or any part thereof) (“Services”) on the Carousell Platform and shall not be liable in any way to the Partner for any modification, suspension or discontinuance of the Services.

ii. Carousell shall have the right to nominate a representative to, at any given time, access to the Partner’s Carousell account and insights and be entitled to make copies of all documents and relating information for the purposes of verifying the number of transactions. 

iii. Carousell shall have the further right to remove the Partner’s Listings on the Carousell Platform at any time and from time to time should any of these listings are deemed by Carousell to be non- compliant with Clause 2 in the Agreement and 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 such removal.

iv. The Partner acknowledges and agrees that Carousell shall have the right, at any time and from time to time, to remove all endorsements given to the Partner in relation to the “Certified with Warranty” Badge on the Carousell Platform in the event where Carousell deems that the Partner has failed its obligations set out in Clause 2 of the Agreement and 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 such removal.

5.       TERMINATION

5.1    Carousell may terminate the Agreement immediately upon written notice being given by Carousell to the Partner if any of the following events shall have occurred:

i. the Partner breaches its obligations at Clause 2 or any material terms of this Agreement;

ii. the Partner enters into liquidation proceedings or enters into a composition with its creditors or is under receivership or judicial management;

iii. the Partner ceases to carry on its business or substantially the whole of its business; or

iv. the Partner 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; and/or

v. any part of this Agreement ceases to comply with the laws of the Territory and, as a result, any one of the obligations herein cannot be legally performed.

5.2   In the event of a termination or expiration of this Agreement (where applicable): (a) the Parties shall consult and use all reasonable efforts to agree an orderly programme for winding-up the activities of this Partnership; (b) the terms of this Agreement and (unless otherwise agreed between the Parties) shall automatically terminate except that: (i) the provisions of Clauses 2, 3 and 5 and the relevant surviving provisions of the Carousell’s General Terms and Conditions shall continue as surviving provisions surviving termination or expiration; and (ii) each party shall remain liable for any breach of its obligations which has occurred prior to termination; and (c) the Partner is required to pay the Carousell all fees due and payable (where applicable) under this Agreement within ten (10) days from the effective date of such termination.

5.3   Termination of this Agreement howsoever caused shall not affect the rights of either Party under this Agreement which may have accrued up to the date of termination.

6.       LIMITATION OF LIABILITY

Carousell shall not be held responsible and/or liable for the quality, merchantability or the fitness for any purpose or any other aspect of the Products and/or Services offered by the Partner and Carousell shall not at any time be responsible or held liable for any loss, injury, damage or harm suffered by or in connection with the Product and/or Services provided by the Partner. All disputes about quality or performance of the product and/or services shall be resolved directly between the Partner and the customer.

7.       MISCELLANEOUS

i. Any notice to be given hereunder shall be in writing and will be deemed given upon delivery if sent
by facsimile, email or by overnight courier to the other party at such address as it may have specified.

ii. The Parties agree that the terms of this Agreement are confidential in nature and shall not be disclosed to any third party. Each Party shall seek the prior consent of the other Party before such Party makes any public comments and/or press releases in relation to this Partnership (such consent not to be unreasonably withheld).

iii. The obligations contained in this Clause 6 shall endure / survive, even after termination of this Agreement, without limit in point of time.

iv. The Partner agrees to be bound by these terms and conditions and the additional terms and conditions and policies (collectively, the “Terms”) as set out below:

a. Terms of Service which can be found at https://support.carousell.com/hc/en- us/articles/360038207054-Terms-of-Service-Malaysia-

b. Privacy Policy which can be found at https://support.carousell.com/hc/en- us/articles/360016106213-Privacy-Policy-Malaysia-. By providing the Carousell with any Personal Data and information pursuant to this Agreement, the Partner represents to the Carousell that it consents and/or has obtained the consent of the relevant party to provide the Carousell with his/her information for the following purposes (“Purposes”): (a) his/her Personal Data and information being collected, used and retained by Carousell, its holding company, its subsidiaries and affiliates (where applicable) for the purposes of processing, administering and managing this Agreement; and (b) the sharing of such Personal Data and information by Carousell and such other third party as the Carousell may reasonably consider necessary for the Purposes. Such third parties will only have access to the Personal Data to the extent necessary to perform their functions. In the event the Partner receives any Personal Data from the Carousell, the Partner agrees to: (a) comply with the directions of the Carousell and all relevant obligations under the Personal Data Protection Act 2010 of Malaysia and its subsidiary legislation, as may be amended, supplement or substituted from time to time (the “PDPA”); (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 this 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 Malaysia without the Carousell’s prior consent. Any capitalised terms used which are not defined herein but are defined in the PDPA or in the Terms shall bear the same meaning as set forth in the PDPA or the Terms (as the case may be). ,

      8.     GOVERNING LAW AND JURISDICTION

i. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Malaysia.