1. General Terms |
| 1.1 | Platform2u.com’s role:
| • | Acts as a facilitator to help you as Merchant to accept payments from your buyers via Internet |
| • | Is not a bank and only serves as a medium for payment processing service |
| • | Does not have any control over products or services that are transacted following the Product Listing Specifications. |
| • | Upon this agreement, you (Merchant) understand that the payment received will be deposited into under iPay88 account. Payout (Payment received after deduct transaction fees agreed between both parties) will be released to Merchants once transaction process completes. If the Payout is less than P1000, Platform2u.com will remit payment until total payout reaches P1000. |
| • | Merchant agrees to reimburse Platform2u.com outstanding amount through cheque within 14 working days of receipt of the notification in writing. Failing to do so, Merchant’s SMilDS.com account will be suspended until outstanding is fully settled. |
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| 1.2 | SMilDS.com policies are intended to:
| • | Support government laws and regulations |
| • | Minimise risks to both merchants and buyers |
| • | Provide equal opportunity to both merchants and buyers |
| • | Provide an enjoyable buying experience |
| • | Support the values of the SMilDS.com (account holder) community |
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| 1.3 | This agreement and the Privacy Statement constitute the active agreement between Merchant, Buyer and Platform2u.com with respect to; and govern the use of SMilDS.com, superseding any prior written or oral agreements in relation to the same subject matter herein. We may use your personal information as follows:
| • | To process your online payment |
| • | To fulfil your order and administrating your account transaction. |
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| 1.4 | We will only disclose information about you to any relevant regulator if they require it or to anyone else if there is a legal duty to do so.
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| 1.5 | Platform2u.com and the Merchant are independent entity, and no agency, partnership, joint-venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
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| 1.6 | Indemnity: Merchant, as account holder, agrees to indemnify and hold Platform2u.com and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this terms and condition, or your violation or any law or the rights of a third party.
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| 1.7 | If there is any conflict between the English version and other language version of this Agreement, the English language version shall prevail.
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| 1.8 | Violations of policy may result in a range of actions including:
| • | Product listing cancellation |
| • | Account suspension |
| • | Forfeit of SMilDS.com fees on account termination |
| • | Account termination |
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| 2. Merchant | |
| 2.1 Account creation | |
| 2.1.1 | Each web-store owner (Merchant) who has submitted and completed the application form and made full payment to Platform2u.com is entitled to own an account in SMilDS.com. Upon sign-up, you:
| • | Must be at least 18 years old; |
| • | Cannot misrepresent other people identities; |
| • | Must provide valid and complete contact information and valid email address; |
| • | Must provide essential proof documents eg: IC number, Form D, Bank Statement and Business premises utilities bill header. |
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| 2.1.2 | If you provide any information that is incorrect, false, or suspicion upon the discretion of Platform2u.com, we have the right to suspend or terminate your account and future use of the account, as well as the right to forfeit the paid setup cost charged.
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| 2.1.3 | As Merchant, you have consented to the inclusion of your personal information in our Web-admin Database.
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| 2.1.4 | As Merchant, you agree to advise Platform2u.com of any updates on your personal data and update them via Backoffice.
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| 2.1.5 | Platform2u.com may suspend or terminate your account at any time by giving not less than 24 hours notice, however that notice is not required for such suspension:
| • | In Platform2u.com discretion, there is a breach of the provision of this Agreement by you as Merchant; and |
| • | Platform2u.com has reasons to suspect that information provided is somehow incorrect and false. |
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| 2.2 Account username, Password and Security |
| 2.2.1 | You will receive a login username and password upon completing the account application process. You may change your password according to your preference and will be held responsible for maintaining confidentiality of the password, and are fully responsible for all the activities occur under your login.
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| 2.2.2 | Upon any unauthorized activities or use of your account, you shall agree to immediately notify Platform2u.com. Platform2u.com shall not be liable for any damage or loss of any kind due to unauthorized use of your login name and password.
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| 2.2.3 | You may not sell, attempt to sell, offer to sell, give, assign or transfer an account or sub-contract, username, password, or any rights or obligations to a third party without prior written consent from Platform2u.com. Platform2u.com may suspend or terminate your account in the event of any violation mentioned.
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| 2.2.4 | Platform2u.com reserve the right to amend these terms and conditions from time to time and such amendments will be communicated on our website: www.smilds.com.
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| 2.2.5 | The Merchant acknowledges that any unencrypted data made available to Platform2u.com, via email or other means of communication, may be obtained by unauthorized third persons, and that Platform2u.com is not able to prevent this by technical means. Therefore, Platform2u.com has no obligation to take any measures to ensure the security or protection of any unencrypted data provided by the Merchant to Platform2u.com, and it is the sole responsibility of the Merchant to take any such measures
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| 2.3 Merchant Code of Conduct |
| 2.3.1 | The Merchant agrees and undertakes to comply with and ensure all offers comply with all applicable laws, rules and regulations (including Codes of Practice and such guidelines as may be issued by regulatory authorities) of whatever jurisdiction relating to its activities, Merchant Website and the Offers and all commercial activities conducted on or via the Merchant Website including (without limitation) taxation, foreign exchange, currency and customs requirements and all advertising, consumer protection, product liability, data protection and privacy laws, or any laws relating to the protection of children or young persons, and all laws relating to lotteries, gambling, betting, gaming or similar activities.
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| 2.3.2 | The Merchant is and shall remain responsible for the creation, maintenance, design and control of all Offers. The Merchant warrants that the Offers will be consistent with the description appearing on the Merchant Website and of satisfactory quality (and, where the Offer is services, supplied with reasonable skill and care and in accordance with good industry practice).
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| 2.3.3 | The Merchant will use all reasonable endeavors to ensure that the Offers are and remain available for use with the Service. The Merchant shall immediately notify Platform2u.com of any recognizable faults or malfunctions in relation to the Offers or the Merchant’s Website.
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| 2.3.4 | The Merchant shall ensure that neither the Offers nor the Merchant’s Website contain any viruses or other faults liable to interfere with the Service or any software provided by SMilDS.com in connection with the Service or to affect any other SMilDS.com customers or end users.
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| 2.3.5 | Merchant shall respond to any enquiries or complaints from Merchant Webstore that may arise in relation to the Merchant in a professional, prompt, and diligent manner. Platform2u.com reserves the right to disclose to any person with an enquiry or complaint about an Offer the Merchant’s contact name, telephone number, address and electronic mail address if such person cannot locate these details on the Merchant Website.
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| 2.3.6 | The merchant will use the SMilDS.com brand, the SMilDS.com logos and the logos of any applicable service, method or instrument in the manner described in the Merchant Operation Manual as amended from time to time. An updated version of the Merchant Manual can at any time be obtained from the SMilDS.com website.
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| 2.3.7 | The Merchant must ensure that the Offer Charges are accurate in all respects and are not misleading, and that the prices clearly specify all applicable taxes, duties and delivery charges (of whatever nature and for whatever jurisdiction).
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| 2.3.8 | The Service is provided solely for the Merchant’s own use and the Merchant must not resell or attempt to resell the Service (or any part or facility of it) to any third party.
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| 2.3.9 | The Merchant shall make clear to buyers that an agreement for Offers purchased through SMilDS.com provision of the Service will be an agreement between the Merchant and the buyer and the Merchant will make clear to the buyer that Platform2u.com shall not be liable for any loss or damage arising out of such contract.
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| 2.3.10 | When requested to do so by Platform2u.com, the Merchant must provide to Platform2u.com all information available to it regarding transactions, and parties to those transactions, as needed by Platform2u.com for the prevention or deterrence of crime, and to meet its legal obligations and risk management objectives in relation to money laundering, terrorist financing, fraud or any other undisclosed unlawful activities in connection with the Service. The Merchant should keep any such requests and any further action taken by Platform2u.com in respect of those requests, confidential. Platform2u.com may, where it considers appropriate pass on any information received from the Merchant to the relevant law enforcement agency.
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| 2.3.11 | While using SMilDS.com, you must not:
| • | Post content or products in an inappropriate category or items on SMilDS.com |
| • | Violate any laws, third party rights or our policies such as the Product Listing Policy |
| • | Fail to deliver goods purchased from you, unless the buyer fails to meet any payment terms. |
| • | Manipulate the price of any item or interfere with other merchant’s listings |
| • | Circumvent or manipulate our fee structure, billing process, or fees owed to Platform2u.com. |
| • | Post false, inaccurate, misleading, defamatory content (including personal info) |
| • | Take any action that may undermine the feedback or rating system (displaying or exporting feedback information off the site or for non-related purposes to Platform2u.com) |
| • | Transfer your SMilDS.com account to another party without Platform2u.com written consent. |
| • | Distribute, or post spam, chain letters or pyramid schemes. |
| • | Distribute viruses or any techno that may harm SMilDS.com, or the interests or property of SMilDS.com users |
| • | Copy, modify, or distribute content from sites and SMilDS.com’s copyrights and trademarks |
| • | Publish, distribute or disseminate any inappropriate profane, defamatory, obscene, indecent or irrelevant products or information |
| • | Transmit or upload material that contain software or other material protected by intellectual property laws, rights of privacy or publicity. |
| • | Use SMilDS.com for fraudulent purposes, or in connection with a criminal offence or other lawful activity |
| • | Use SMilDS.com to send, use or reuse any material that is illegal, abusive, indecent, defamatory, obscene or menacing; or breach of copyright, trademark, privacy or any other right; or is otherwise injurious to third (3rd) parties; or objectionable; or which consists of or contains software viruses, political campaign, commercial solicitation, chain letters, mass mailings or any spamming. |
| • | Use SMILD(S) to cause annoyance, inconvenience or needless anxiety. |
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| 2.3.12 | As merchant (account holder), you are responsible:
| • | To provide full details of products listed in your web-store, including product description, size, dimension, image, picture, and other features of the product |
| • | To ensure that the product has appropriate export permit to buyer’s local country |
| • | To ensure all products shipped to buyer are correct as per the description published on your web-store. On any account of incorrect products delivered to buyer and proper investigation result, you as merchant will require bearing all cost incurred in this transaction and a penalty fee of P250. |
| • | On ensuring all information, details and contents posted in your web-store are legal, valid and abide with the Malaysian trade law and your origin country. |
| • | On paying shipping and handling charges associated with each product according to the courier service charged. |
| • | To ensure products are packed in proper condition. In any event that any defective or damaged item was shipped, you will be held responsible for all the extra charges incurred (eg: return shipping charges) |
| • | Abide and comply with applicable local, state, federal and international laws and regulations. |
| • | Release your products within 7 working days, if at any time your inventory is low, you will need to inform Platform2u.com as well as buyer and seek for their discretion if a transaction is received. |
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| 3. Modifications to Service |
| 3.1 | Platform2u.com reserves the right to review the terms and conditions at any time, to discontinue temporarily or permanently from time to time. You also agree that Platform2u.com shall not be liable to you should any of the above occurs.
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4. Shipping Policy
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| 4.1 | All delivery will be done according to SMilDS.com logistic Standard Operating Procedures (SOP) discretion.
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| 4.2 | Delivery will not be offered on weekend or Public/Bank Holidays. Any delay might be incurred due to holidays, or any type of natural disaster.
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| 4.3 | Logistic service will proceed with pickup at the shipping address specified by you. Additional charges may incur if the address is incomplete or correction by courier.
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| 4.4 | Platform2u.com is not responsible for shipping charges for any missing or wrong information. However, Platform2u.com will offer reasonable assistance in the correction of that error. For any case of risk of loss, you must file such claims with the courier service designated.
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| 4.5 | You are fully responsible for the item deliver to buyers are in good condition. In the event that the product is damaged, defective or the wrong item was shipped, you will be responsible for paying all the extra charges incurred (e.g. return shipping charges).
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| 5. Termination / Account Suspension |
| 5.1 Account termination by Merchant |
| 5.1.1 | You can terminate your account at anytime with prior thirty (30) days notice to Platform2u.com.
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| 5.1.2 | Upon termination, you can choose to:
| • | Maintain limited access to you management interface (Backoffice) which allows you to monitor payments and commissions that are still pending at the time of termination. Once all transactions are completed, termination account will be processed. |
| • | Or terminate your account without retaining any access to SMilDS.com. |
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| NOTE: If you select the second option, you cannot receive the commissions that are yet to be paid for unavoidable technical reasons as Platform2u.com destroys all data related to your identification. You are reminded of the consequences on waivers rights to the commissions that have not been paid. Any commissions waived in accordance with the previous provision become the property of Platform2u.com and you cannot demand any payment by any means whatsoever.
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| 5.2 Account suspension by Platform2u.com |
| 5.2.1 | As SMilDS.com addresses are rare resources (e.g. number limited) Platform2u.com can suspend membership if your web store is inactive:
| • | If you do not recommend any product or service in your web store during the 30 days following account creation; |
| • | If no transaction is made for three (3) consecutive months. |
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In the first case, you will be advised via email before the end of thirty (30) day period of the forthcoming deactivation of your account if your do not recommend a product or service in your shop.
In the second case, you will be advised one (1) month prior to potential termination of your forthcoming deactivation of your account unless Platform2u.com received respond mail before the end of the three (3) month period.
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| 5.3 | In whatever case, Platform2u.com can terminate any account with web store that has not been used for a period of twelve (12) consecutive months. This period starts from the last date you connect to your Backoffice to do modifications. Notification mail will be sent one month prior to account termination. In any event of termination, Platform2u.com will offer you the same options and consequences as in Clause 5.1.
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| 5.4 | The email and notice sent by Platform2u.com will usually contain steps on how to reactivate your account. For some reason that you do not receive any notice, contact Platform2u.com support team (support@smilds.com) for more information.
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6.0 Transaction Accuracy and Taxation |
| 6.1 | As merchant, you are solely responsible for the filing of appropriate returns and the payment of any and all taxes and duties of whatever nature levied or imposed by whatever jurisdiction in connection with the promotion, sale, licensing, supply or other exploitation of an Offer and shall indemnify Platform2u.com against liability for any such taxes and duties.
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| 6.2 | Neither Platform2u.com nor its licensees provides any advisory services to you regarding taxation and any customs or other import/export duties. For the avoidance of doubt, the operation by Platform2u.com of any server having a taxation computation capability does not constitute the provision of such advice and all such computations are based solely on data supplied by you. You should not rely on the output from any such server and must check the validity and accuracy of such output accordingly.
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| 6.3 | Any information that Platform2u.com provides to you or buyers in respect of taxation shall merely represent the data that you have initially provided to Platform2u.com and does not remove the obligation from you to account correctly to Customs & Excise or other relevant bodies for the taxation or other applicable tax on the services you supplied.
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7.0 Intellectual Property Rights
| | 7.1 | Platform2u.com authorizes you and hereby you agree only to use the Platform2u.com & SMilDS.com trademarks and copyrights in accordance with the conditions set out in this Agreement for the sole purpose of using the Service.
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| 7.2 | Intellectual property rights in (1) any software or documentation supplied by Platform2u.com to you for or in connection with the Service, and (2) any custom graphic interfaces, design elements, graphics or other applications or content which Platform2u.com may provide and which are placed on or incorporated into your Website, remain the property of Platform2u.com or its licensors.
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| 7.3 | Where any software, documentation or other materials are provided to enable you to use the Service, Platform2u.com grants you a non-exclusive, non-transferable license to use the software, documentation or other materials for that purpose only and in accordance with this Agreement.
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| 7.4 | You will not, without Platform2u.com prior written consent, copy or (except as permitted by law) decompile or modify the software, nor copy the manuals or documentation.
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| 7.5 | The right to use the Platform2u.com & SMilDS.com trademark and any software, documentation or other materials supplied under this Agreement shall last only for the duration of this Agreement and may not be assigned or sub-licensed in full or in part.
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