This present agreement is established in order to set up a contractual relationship by and between: Mindful Johor SDN. BHD (hereinafter referred to as “Mindful Johor” ),a SDN BHD company incorporated in Companies Commission of Malaysia bearing company registration No. 1407905-D with its registered office at NO. 26A, JALAN 21/19 SEA PARK, 46300 PETALING JAYA SELANGOR, MALAYSIA.
The Seller (hereinafter referred to as “Seller” ), a sole proprietor/company, registered with Mindful Johor to sell their products/services on the online Platform operated by Mindful Johor.
(Mindful Johor and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party” )
1.1. Mindful Johor is in the business of providing services to facilitate Ecommerce via its online marketplace at Mindful Johor – a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products/Services on the online marketplace platform provided by Mindful Johor. Mindful Johor offers multiple services to facilitate sales via its online platform. The Seller appoints Mindful Johor as its commission agent under the terms & conditions set hereunder.
1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.
1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.
1.4. Every transaction of the Seller on Mindful Johor’ platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Mindful Johor. This agreement will be considered valid as soon as it is electronically accepted by the Seller.
1.5. The service provided by Mindful Johor is limited to referring customers to the Seller and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller. This support is covered within the agreed level of commission and any additional service fees.
1.6. Mindful Johor may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.
1.7. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Mindful Johor’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform and access to the seller center is subject to this agreement and the latest platform policies available on Mindful Johor .
1.9. In order to maintain its reputation for quality and high service standards, Mindful Johor reserves the right to delist the Seller and to terminate the relationship with the Seller based on Mindful Johor’ internal quality assessment of the Seller as governed by Mindful Johor’ Customer Protection Policy.
1.10. Notwithstanding any clauses in this agreement, this contract is to be read in line with the Seller Code of Conduct. Any breach in the Seller Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Seller Code of Conduct is amended, Mindful Johor shall inform the seller of the said amendment.
2. INTERPRETATION & DEFINITIONS
2.1. In this agreement, the words and expressions below shall have the following meanings:
|Bank Account||The bank account specified by the Seller in which payments are to be made|
|Business Day||A day (excluding Saturdays and Sundays) on which banks generally are open for business in Malaysia|
|Commission Schedule||The schedule setting out the commission which is payable to Mindful Johor by the Seller for each type of Product sold on the Platform and which can be viewed at Mindful Johor|
|Competitor||Any person or entity, that directly or indirectly, engages in the sale of Products/Services on the internet in Malaysia. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor|
|Contract||The contract entered into between the Seller and a Customer for the sale and purchase of the Products/Services on the Platform|
|Customer||A person, who purchases Products/Services on the Platform|
|Fee(s)||Any fees charged by Mindful Johor for any additional services such as pickup or returns|
|Final Delivery||The transfer of ownership of the product from the Seller to the end customer|
|General Terms||The terms set out in this agreement|
|In writing/written||All communications made through the Seller Center or sent by Mindful Johor through courier or email|
|Intellectual Property||Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them|
|Listed Price||The listing price of the Product on the Platform and shall be that price at which the Seller informs Mindful Johor that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Seller is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Seller offers the same Product/Service through its own sales channels|
|Penalty/Penalties||Any financial and/or operational penalty inflicted by Mindful Johor on the Seller for any breach of Platform Policies|
|Pending||The status on the Seller Center depicting that an order has been received and awaiting processing|
|Platform||The website Mindful Johor or any affiliate website|
|Platform Policies||All the policies and guidelines applicable to Sellers and available on Mindful Johor|
|Product(s)/Service(s)||The products or services which the Seller intends to sell on the Platform.|
|Ready to Ship||The Products are signaled as being physically available, packed according to packaging guidelines and ready to be transferred to Mindful Johor for delivery|
|Rejected Product||A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever|
|Required Product Information||Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies): (a) detailed description, including as applicable, specifications, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) Product numbers, and other identifying information as Mindful Johor may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information; (d) categorization within each Product category and browse structure as prescribed by Mindful Johor from time to time; (e) digitized image that accurately depicts the Product, complies with all Mindful Johor image guidelines, and does not include any additional logos, text or other markings; (f) Listed Price; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (h) any Seller requirements, restocking fees or other terms and conditions applicable to such Product that a Customer should be aware of prior to purchasing the Product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) Product numbers (and other identifying information as Mindful Johor may reasonably request) for accessories related to the Product that is available in Mindful Johor’ catalog; and (o) any other information reasonably requested by Mindful Johor (e.g., the condition of used or refurbished products)|
|Return Policy||The policy governing the return, refund, cancellation or rejection of products and which can be viewed within.|
|Returned Product||A Product that had been delivered but has been returned by the Customer, for any reason whatsoever|
|Rules of Packing & Shipping||The rules governing the dispatch and handling of the products sold by the Seller, which can be viewed within|
|Seller Center||The login based platform accessible by a Seller by using the user name and password provided to it by Mindful Johor|
|Shipped||A Product is considered shipped and on course for delivery to the Customer|
|Signup Process||Process via which person(s) or entities sign up to sell on Mindful Johor’s online marketplace|
|Third Party Logistics (3PL)||An external service provider designated by Mindful Johor for shipping|
3. ACCESS TO PLATFORM AND SELLER CENTER
3.1. After going through and successfully completing the Signup Process, Mindful Johor shall provide the Seller with a unique username and password to access the Seller Center and complete the registration process.
3.2. The Seller is responsible for maintaining up to date information pertaining to their business on Seller Center such as, but not limited to, address and bank account number. Mindful Johor is not responsible for any liability arising from incorrect information supplied by the Seller.
3.3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify Mindful Johor from any damages or injury resulting from any unauthorized use of its password.
3.4. Any correspondence or communication received through the Seller Center and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and Mindful Johor shall be entitled to rely on such correspondence or communication.
3.5. Every message sent to the Seller through his registered email in the Seller Center account or via Seller Center which did not receive an answer or written objection within 72 hours will be worth agreement between Mindful Johor and the Seller.
3.6. The Seller shall complete a training module in order to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations in order to start selling via Mindful Johor.
4. FEATURING PRODUCTS ON THE PLATFORM
4.1. Mindful Johor shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Mindful Johor.
4.2. Mindful Johor may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price.
4.3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Mindful Johor.
4.4. Any particular Product(s)/Service(s) featured on the Platform may be delisted by Mindful Johor if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.
4.5. Seller shall provide Mindful Johor with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.
4.6. Mindful Johor reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.
4.7. Where at the request of the Seller, Mindful Johor produces digitized images and photographs of the Product(s) for display on the Platform, Mindful Johor may charge a Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s)/Service(s) in addition to any other amounts it is entitled to deduct under this agreement.
4.8. Featuring any Product on the Platform shall constitute an offer of sale by the Seller to all persons using the Platform.
4.9. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Mindful Johor.
4.10. Mindful Johor will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.
4.11. All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.
5. SELLER PERFORMANCE
5.1 The Seller agrees to respect and follow Mindful Johor’s Compliance Policy to operate their shop smoothly and avoid the consequences of breaching the policy.
5.2. The Seller agrees to respect and follow Mindful Johor’ Customer Protection Policy. If any changes occur in the policy, the Seller will be informed via email.
5.3. Mindful Johor measures Seller performance on an ongoing basis and will share a weekly performance report with the ops score of the respective Seller:
5.3.1. Mindful Johor will rank the Seller based on performance. There are daily order limits associated with each rank.
5.3.2. Mindful Johor may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.
5.3.3. Upon delisting, the Seller may need to go through the training module again in order to re-list on Mindful Johor’ Platform. Mindful Johor retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.
5.3.4. Mindful Johor may, at its discretion, exempt certain sellers from the daily order limitations and delisting criteria. These sellers may instead be charged financial penalties if performance does not meet the Standard Ops Score. These financial penalties may be deducted from the payout released to the Seller as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:
184.108.40.206. High rate of return on products
220.127.116.11. Lack of respect of packaging guidelines
18.104.22.168. Cancellations and orders out of stock
22.214.171.124. Slow fulfilment of orders
126.96.36.199. Selling counterfeit and illegal Products
6. SELLER OBLIGATIONS TO CUSTOMER SERVICE
6.1. Mindful Johor may forward questions or complaints received by Mindful Johor’ Customer Service department regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to Mindful Johor on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.
6.2. On receiving Seller’s response to any question or complaint, Mindful Johor shall promptly forward the response to the Customer.
6.3. If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Platform without further notice.
7.1. As an agent for the Seller, Mindful Johor shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.
7.2. Commissions are calculated as a percentage of tax inclusive sales price.
7.3. These Commissions are deducted by Mindful Johor when making a payout to the Seller defined under Payments.
7.4. Mindful Johor reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice of 14 days in advance to the Seller before enactment.
8.1. Mindful Johor shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. Mindful Johor shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its commission for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.
8.2. The payments will be made to the Seller on a monthly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 15 days after the Product has been successfully delivered to the Customer.
8.3. Mindful Johor will ensure payment statements are available on the Seller Center with all relevant payment information.
8.4. All payments will be made in Malaysian Ringgit. In case the Seller wishes to change the information for the Bank Account, it may do so by updating its Bank Account information through the Seller Center. Payments will be made via online transfer to the Bank Account specified by the Seller in the Seller Center.
8.5. The Seller agrees that Mindful Johor shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account
8.6. In case a payment has been issued by Mindful Johor to the Seller for a delivered item that is later returned to Mindful Johor by the customer, Mindful Johor will deduct equivalent amount in the next cycle and return the product to the Seller (subject to return policy).
8.7. Mindful Johor shall be entitled to deduct or withhold from payments to be made to the Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.
8.8. Any sums due to the Seller hereunder may be applied by Mindful Johor as a set off against any sums owed by the Seller to Mindful Johor, or against any claims of third parties against Mindful Johor arising from the Seller’ performance, whether under this agreement, any Contract or other document.
8.11. The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax, delivery charges and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Mindful Johor shall have no liability in this regard.
9.1. The Seller warrants to Mindful Johor that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will:
9.1.1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;
9.1.2. Be of merchantable quality and fit for the purpose(s) intended; and
9.1.3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.
9.2. The Seller furthermore warrants and represents to Mindful Johor that:
9.2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.
9.2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.
9.2.3. None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.
9.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Malaysia and other countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers.
9.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.
9.2.6. It is legally entitled and permitted to sell the Products that it is listing.
9.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.
9.2.8. It will package and ship all Products in accordance with all applicable laws and the Seller shall be solely responsible for any violation of law and will indemnify Mindful Johor against the consequences of any such violation.
9.2.9. All information, including but not limited to all information furnished to Mindful Johor with regards to the Products is accurate and up-to-date.
9.2.10. It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.
9.2.11. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.
9.2.12. The entry, delivery and performance of this agreement or any Contract by the Seller will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.
9.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon Mindful Johor’ written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.
9.2.14. If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Mindful Johor to feature the Products on the Platform, at its own cost.
9.2.15. Mindful Johor may at any point require the Seller to provide any financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to Mindful Johor within seven (7) Business Days of such request being made.
9.2.16. It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.
10. INTELLECTUAL PROPERTY
10.1. The Seller warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.
10.2. The Seller undertakes and represents to Mindful Johor that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Mindful Johor acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.
10.3. The Seller represents and warrants to Mindful Johor that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products.
10.4. Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.
10.5. The Seller shall not be entitled to use any Intellectual Property belonging to Mindful Johor without Mindful Johor’ prior approval in writing.
10.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of Mindful Johor or Seller’s on the platform or otherwise tarnish or dilute any Mindful Johor or Sellers’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party
11.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by Mindful Johor, or produced or created by the Seller for Mindful Johor hereunder are the intellectual property of, and confidential to Mindful Johor and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Mindful Johor, and shall be disclosed within the Seller’s organization only on a need-to-know basis.
11.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Seller in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.
11.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.
11.4. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.
12.1. The Seller agrees to release, defend, indemnify and hold harmless Mindful Johor, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:
12.1.1. any defect in Products sold to any Customer;
12.1.2. any claim made by any Customer on the basis of any Contract;
12.1.3. any defect in the packaging or shipping of a Product by the Seller;
12.1.4. any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
12.1.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or
12.1.6. any breach in any warranty or representation made herein.
13. LIMITATION OF LIABILITY
13.1. The Platform And Seller Center, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Seller’s Access To And Use Of The Platform And The Seller Center, Are Provided “As-is.” The Seller Acknowledges And Confirms That It Will Access And Use The Platform And The Seller Center At Its Own Risk. To The Fullest Extent Permissible By Law, Mindful Johor Disclaims:
(i) Any Representations Or Warranties Regarding This Agreement, The Contracts Or The Transactions Contemplated By This Agreement, Including Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose Or Non-infringement;
(ii) Implied Warranties Arising Out Of Course Of Dealing, Course Of Performance Or Usage Of Trade; And
(iii) Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From Mindful Johor’ Negligence. Mindful Johor Does Not Warrant That The Functions Contained In The Platform And Seller Center Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Mindful Johor Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.
Mindful Johor Does Not Warrant That The Functions Contained In The Platform And Seller Center Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Mindful Johor Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.
13.2. Because Mindful Johor Is Not A Party To The Contracts Between Customers And Sellers, If A Dispute Arises Between Them, The Customer And Seller Release Mindful Johor (And Its Agents And Employees) From Claims, Demands, And Damages (Actual And Consequential) Of Every Kind And Nature, Known And Unknown, Suspected And Unsuspected, Disclosed And Undisclosed, Arising Out Of Or In Any Way Connected With Such Disputes.
13.3. Mindful Johor Will Not Be Liable (Whether In Contract, Warranty, Tort (Including Negligence, Product Liability Or Other Theory) Or Otherwise) To The Seller Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By The Seller In Connection With This Agreement, Or For Any Loss Of Profit, Revenue, Business, Or Data Or Punitive Or Consequential Damages Arising Out Of Or Relating To This Agreement, Even If Mindful Johor Has Been Advised Of The Possibility Of Those Costs Or Damages. Further, Mindful Johor’ Aggregate Liability Arising Out Of Or In Connection With This Agreement, The Contracts Or The Transactions Contemplated Will Not Exceed At Any Time The Total Commission During The Prior Three Month Period Paid By The Seller To Mindful Johor Except For Under Clause 5.6.
14. FORCE MAJEURE
14.1. Mindful Johor shall not be liable to the Seller or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Mindful Johor’ obligations if the delay or failure was due to any cause beyond Mindful Johor’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Mindful Johor’ reasonable control:
14.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.1.3. import or export regulations or embargoes;
14.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Mindful Johor or of a third party);
14.1.5. interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;
14.1.6. power failure or breakdown in machinery.
14.2. Mindful Johor may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Mindful Johor shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to from the Seller’s failure to fulfill any Contract with a Customer.
Note: All Medical Devices and Health & Beauty products which directly contacts the Skin requires a NPRA agreement signed
15. DURATION & TERMINATION
15.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.
15.2. The Seller may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.
15.3. On or at any time after the occurrence of any of the events of default in Clause 15.4 below, Mindful Johor shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.
15.4. The following shall constitute events of default:
15.4.1. the Seller being in breach of any warranty or representation under this agreement or any Contract;
15.4.2. the Seller being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Mindful Johor of such breach;
15.4.3. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
15.4.4. The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;
15.4.5. the Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
15.4.6. the Seller ceasing or threatening to cease to carry on business; or
15.4.7. Mindful Johor reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Seller shall be obliged to perform all Contracts entered into with Customers.
15.6. The Parties will settle all outstanding liabilities on termination of this agreement.
16.1. The Seller may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Mindful Johor. If consent is granted, any such assignment by the Seller shall not increase or alter Mindful Johor’ obligations nor diminish the rights of Mindful Johor, nor relieve the Seller of any of its obligations under this agreement or any Contract.
16.2. Mindful Johor reserves the right to assign this agreement, in whole or in part, to any party, including Mindful Johor’ affiliates.
16.3. The Sellers shall give Mindful Johor prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.
17.1. All notices between the Parties shall be in writing.
18. RELATIONSHIP OF THE PARTIES
18.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Mindful Johor in relation to the Seller beyond that specifically expressed in this agreement as a commission agent.
19.1. The Seller acknowledges and agrees that Mindful Johor may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Seller upon the posting of such changes on Seller Center or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Seller should refer regularly to Seller Center to review the current agreement (including the Platform Policies). Mindful Johor will inform the Seller of any modification via email. THE SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AND SELLER CENTER AFTER MINDFUL JOHOR’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
19.2. The Seller will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Seller Center or via Email. If there is no response from the Seller it will count as an agreement on the Sellers part.
The Seller has the option of choosing a reliable delivery partner that has a proven track record in Malaysia.
20.1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Mindful Johor shall be subject to correction without any liability on the part of Mindful Johor.
20.2. No waiver by Mindful Johor of any breach of this agreement by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
20.3. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.
20.4. No person who is not a party to this agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.
20.5. This agreement shall be governed by the laws of Malaysia and the Parties agree to submit to the exclusive jurisdiction of the competent courts.
20.6. Mindful Johor shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.
21.1. Inventory Treatment:
21.1.1. The Seller is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Seller Center on a daily basis.
21.1.2. In the event that the Seller reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Seller Center.
21.1.3. If an out of stock Product is shown as in stock on the Platform due to the Seller’s inability to update the correct inventory information for that Product on the Seller Center and a Customer places an order for the Product, the order may be cancelled and the Seller may be penalized for breaching Platform Policies.
21.2. Order Processing and Packaging:
21.2.1. Upon receipt of an order for the purchase of Products, Mindful Johor shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Seller center, including the Seller’s product or bar code relating to the Product(s) and any other details required to fulfill the order – as provided by the Customer. Order Status on the Seller Center will be depicted as Processing and is a confirmation of an order placed by a Customer.
21.2.2. Upon receipt of information under Clause 21.2.1 above, the Seller shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined by the Sellers ranking within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Seller shall immediately inform Mindful Johor via the Contact Us Form.
21.2.3. No package will be handed over to delivery partner if the order / item status is marked as “cancelled” on Seller Center prior to its shipment.
21.2.4. Packaging materials to be used are prescribed within the Packaging Guidelines.
21.2.5. The Seller must print and pack the invoice, shipping label and returns form generated via the Seller Center with the shipment package.
21.3. Shipping and Order Fulfilment:
21.3.1. Seller shall remain the sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Mindful Johor.
21.3.2. The Seller acknowledges and agrees that:
188.8.131.52. Neither the delivery partner nor Mindful Johor shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.
184.108.40.206. The delivery partner and Mindful Johor shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers
220.127.116.11. All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.
18.104.22.168. No package will be handed over to delivery partner nor Mindful Johor if the order/item status is marked as “canceled” on Seller Center prior to its shipment.
22.214.171.124. The Seller acknowledges that Mindful Johor shall not be liable to pay for any payment(s) of any canceled packages to the Customer.
126.96.36.199. For the avoidance of doubt continuous abuse of this policy shall result in the seller’s shop being delisted by Mindful Johor.
21.4. Cancellations, Rejections, Returns and Refunds
21.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.
21.4.2. The Seller agrees that if the customer cancels an order prior to the order being marked shipped, the seller shall not dispatch any cancelled status orders for shipment to a delivery partner. Any such shipment and liability associated with the same shall remain the Sellers responsibility at all times.
21.4.3. The Seller authorizes Mindful Johor to provide the Customer with a refund where the Customer has pre-paid for the Product/Service and he/she cancels the order before it has been shipped or the Product/Service is rejected and/or the Product is returned.
21.4.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Mindful Johor may, at its discretion, charge the entire cost of shipping the Product to the Seller.
21.4.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:
188.8.131.52. Defective/Damaged Product
184.108.40.206. Incorrect Product
220.127.116.11. Incomplete Product
18.104.22.168. The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)
22.214.171.124. The product is unused, unworn, unwashed and without any flaws.
126.96.36.199. The product includes the original tags, user manual, warranty cards, freebies and accessories.
188.8.131.52. The product is returned in the original and undamaged manufacturer packaging / box.
21.4.6. In case of a return, Delivery Partner/Mindful Johor may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Mindful Johor or to the Seller.
21.4.7. In case of returned products, Mindful Johor protects the Seller by conducting a quality control check to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.
21.4.8. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Mindful Johor’ inquiry into and decision as to the condition of the Product at the time of delivery.
21.4.9. At the Customer’s option, the Seller will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize Mindful Johor to provide a full refund. The damaged Product may be shipped to the Seller at the Seller’s cost unless the Seller directs Delivery Partner/Mindful Johor to dispose the Product.
21.4.10. Mindful Johor may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.
21.4.11. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.
22.1. Order Processing and Packaging:
22.1.1. Upon receipt of an order for the purchase of any Product(s)/Service(s) through the Platform, Seller shall be responsible for dispatching and delivering the Product(s)/Service(s) to the Customer.