Seller / Vendor Services Agreement

General Terms

https://ucmall.com.my provides a market platform for any seller of any category ( Micro, Medium, Small) businesses or individual to sell their products/services on web-store ( online shops). The rules and policies are formulated to ensure both purchasers ( buyers) and sellers safe and protected.

In this agreement, “we”, “us”, means https://ucmall.com.my and Koperasi Kakitangan UiTM Berhad, contracting party or any of its affiliates, and “you” means the applicant (if registering as an individual or as a business), or the business employing the applicant (if registering as a business). “You” also means the Seller or Vendor (used interchangeably). “Product ” is also means the product and service.

Capitalized terms have the meanings listed in the definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

1.  Approved Seller or Vendor

The registration process must be completed to become Approved Seller or Vendor (the seller). Sellers are advised to understand and comprehend the Seller Responsibilities and Seller Registration Guidelines prior to registration. Use of the services are limited to parties that can lawfully enter into and form contracts under the applicable law. Minors are not allowed to enter into this Agreement and to form a contract with us. As part of the application, you must provide us with your (or your business) legal name, address, phone number, e-mail address and relevant documents such as business relevant certificates (if applicable) or certified copy of National Registration Identity Card or passport (ID card / passport). We may at any time cease to provide the services provided to you at https://ucmall.com.my at our sole discretion and without notice however common courtesies may be extended.

2. Service Fee Payments; Receipt of Sales Proceeds

Fee details are described fully in the applicable Service Terms. You are responsible for all your expenses in connection with this Agreement or the applicable Service Terms provide otherwise. To use our service, you must provide us with valid bank account information for a bank account in your name/ your company name that is located within Malaysia. You will use only a name you are authorized to use in connection with the Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from your credit card issuer, and to charge Your Credit Card or debit your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you from Koperasi Kakitangan UiTM Berhad will be remitted to your Bank Account or to your Credit Card through approved banking process or system in Malaysia.

For any amounts you owe us, the following options are available to be adopted,

• charge your Credit Card,
• offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you,
• invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts upon receipt,
• reverse any credits to your Bank Account, or seek such payment or reimbursement from you by any other lawful means.

Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in Ringgit Malaysia and all payments contemplated by this Agreement will be made in Ringgit Malaysia. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means.

Fees, as displayed in the Seller Registration Guidelines are as follows:

• E-Store /web-store rental
• E-store rental fee is complementary.
• Commissions and Transaction Fees

Sellers are charged NO commissions however, a small transaction fee of RMXXX.00 per transaction is charged to cover administration and other cost of running the website to ensure the smooth and continuance of https://ucmall.com.my. This fee will NOT be added onto your products but will be deducted from your gross sales proceed amount.

Payments

The seller will receive payment for the sale of products only after the customer receives the order in hand and is satisfied with the product.

If we conclude that your actions and/or performance in connection with the Agreement may result in customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of:

• a period of sixty (60) days, or any other period to be decided by Koperasi Kakitangan UiTM Berhad, following the initial date of suspension;

or

• completion of any investigation(s) regarding your actions and/or performance in connection with the

Receipt of Sales Proceeds

Receipt of sales proceeds by us on your behalf will satisfy the obligations owed to you by customers for your Transactions. Upon payment of the Sales Proceeds a receipt indicating that payment has been made will be furnished to customers. Our obligation to remit funds collected by us on your behalf will be limited to funds that we have actually received and that are not subject to chargeback or reversal.

3. Product Requirements & Product Completion Responsibility

As stated in the Seller responsibilities, Sellers must inform Koperasi Kakitangan UiTM Berhad on sign up of the timeline for production to completion of their product to provide for an appropriate pick-up and delivery window by our Delivery Agent to verified customers. Products must be produced and ready for pick up within agreed period as mentioned earlier from the customer’s purchase. Special provision will only be made for cases where the product production time surpasses this period to maintain quality of service or other acceptable reasons.

4. Term and Termination

The term of this Agreement will start on the date of your completed registration for the Service(s) and continue until terminated by us or you a s provided below (the “Term”). Both parties, Koperasi Kakitangan UiTM Berhad and the seller may terminate or suspend this Agreement or any Service immediately by notice to the contracting party for any reason at any time.

5. Indemnification

Koperasi Kakitangan UiTM Berhad and our officers, directors, employees, and agents are released and indemnified against any claim, loss, damage, settlement, cost, expense or other liability arising from or related to your actual or alleged breach of any obligations in this Agreement.

6. Disclaimer & General Release

The https://ucmall.com.my site including all contents are provided on “as is where is” basis . You use them at your own risk. No guarantee that the site and services will meet your requirement and it might subject to service interruptions due to various factors such as system failure which will affect the completion or settlement of any transactions.

7. Confidentiality

You agree that you may not issue any press release or make any public statement related to our Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

8. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

9. Relationship of Parties

Koperasi Kakitangan UiTM Berhad is hereby appointed by you as your payment-processing agent for the limited purpose of receiving Sales Proceeds on your behalf. Except as provided in the preceding sentence, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Koperasi Kakitangan UiTM Berhad, you, and relying customers or sellers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

10. Use of https://ucmall.com.my Transaction

You hereby undertake the following,

• not to disclose directly or indirectly or convey any website transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information);
• not to use any https://ucmall.com.my Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law;
• not to contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase;
• discredit or belittle us, our affiliates, or any of their or our respective products or services; or

11.  Suggestions and Other Information.

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the https://ucmall.com.my site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

12. Modification.

The terms and conditions contained in this Agreement (including the Service Terms and Program Policies) are subjected to amendment at any time and at our sole discretion, without notice to you. Any changes will be

effective upon the posting of such changes on Seller Portal or on the https://ucmall.com.my Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices.

13. Password Security.

Any password we provide to you may be used only during the Term to access Seller Portal (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

14. Miscellaneous.

The Malaysia Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Koperasi Kakitangan UiTM Berhad or its affiliates or claim relating in any way to this Agreement or your use of the Services shall be adjudicated in the Malaysia Courts, and you consent to exclusive jurisdiction and venue in the Malaysia Courts, or, we both consent that any such dispute or claim will be resolved amicable rather than in court.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

https://ucmall.com.my retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.

Koperasi Kakitangan UiTM Berhad is not your agent except for the limited purpose of receiving Sales Proceeds on your behalf, or the customer’s agent for any purpose, Koperasi Kakitangan UiTM Berhad will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. Koperasi Kakitangan UiTM Berhad will remain neutral and intervene when necessary to aid in the settlement of disputes.

Definitions:

As used in this Agreement, the following terms have the following meanings:

• “Affiliate” means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
• “https://ucmall.com.my Associated Properties” means any website or other online point of presence, other than the https://ucmall.com.my Site, through which the https://ucmall.com.my Site, any web-store site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described.
• “https://ucmall.com.my Site” means that website, the primary home page of which is identified by the applicable one of the following (and any successor or replacement of such website(s)):
  The URL www.ucamall.com.my and any Promotion Site that we make available from time to time, “https://ucmall.com.my Transaction Information” means, collectively, Order Information, and any other data or information acquired by you or your affiliates from the site or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder.
• “Content” means copyrightable works under Malaysia Law.
• “Excluded Products” means the products or items set forth in the Excluded Products List.
• “Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
• “Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of Malaysia Law (e.g. on a federal, state, or Kerajaan Tempatan level, as applicable) of competent jurisdiction.
• “Local Currency” means the Ringgit Malaysia.
• “Order Information” means, with respect to any of Your Products sold through the https://ucmall.com.my Site or a Web-Store Site, the order information and shipping information that we provide or make available to you.
• “Person” means any individual, corporation, partnership, Limited Liability Company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
• “Program Policies” means all terms, conditions, policies, guidelines, rules and other information on the https://ucmall.com.my Site or on Seller Portal, including those shown on the “Policies and Agreements” section of Seller Portal or elsewhere in the “Help” section of Seller. All Program Policies applicable to Web-Store by https://ucmall.com.my also apply to Web-Store, unless otherwise specifically stated.
• “Sales Proceeds” means the gross sales proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges with respect thereto, including taxes and customs duties if any.
• “Seller Portal” means the online portal and tools made available by https://ucmall.com.my to you, for your use in managing your orders, inventory and presence on the Site and/or a Web-Store Site.
• “Service” means each of the following services that the site makes available : Selling on https://ucmall.com.my Site, Parcel and Delivery Management System, Payment System, other related systems and any related services we make available.
• “Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service and any subsequent modifications we are permitted to make to those terms.
• “Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
• “Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or any other source or business identifier, protected or protectable under any Laws.
• “Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items provided or made available by you or your affiliates to  https://ucmall.com.my or its affiliates.
• “Your Product” means any product and or services that are made available for listing for sale, offered for sale, or sold by you through the Web-Store Service or the Selling on https://ucmall.com.my Service, and/or fulfilled or otherwise processed through the Delivery Management System by https://ucmall.com.my Service.
• “Your Sales Channels” means any website operated by or on behalf of you (including a Web-Store Site) that is primarily branded the same as any ‘storefront’ on the https://ucmall.com.my Site or your Web-Store Site and any successor or replacement of any of the foregoing.
• “Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
• “Your Transaction” means any sale of Your Product(s) through the https://ucmall.com.my Site or any Web- Store Site.