Terms of Service (Vendors)

Welcome to the Ebizmedic website and/or the Ebizmedic mobile app. Please read these Terms of Service (Vendors) (including all Schedules and Annexes) (“Terms”) carefully. These Terms govern your use and access of the Platform (defined below) as a vendor and is agreed between you (“Vendor”, “you”, "your") and Ebizmedic Sdn Bhd (Registration No. 202101005915 (1406214-X)) (referred to in this Terms as “Ebizmedic”, “we”, “us”) on the date you click the “I Accept” button or any other similar button to complete your online sign-up process to become a seller on the Platform (“Effective Date”). By accessing the Platform , Vendor Portal and/or using the Services, you agree to be bound by these Terms and any amendments to the foregoing issued by us from time to time. If you do not agree to these Terms, the Privacy Policy and any other policies as provided by Ebizmedic, do not access and/or use this Platform, the Vendor Portal and/or the Services.

BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AND ALL POLICIES OF THE PLATFORM AVAILABLE AT WWW.EBIZMEDIC.COM ARE INCORPORATED BY REFERENCE.
 
1 DEFINITIONS
  (a) 3PL: third party logistics provider.

(b) Administrative Fee/Default Fee: the fee chargeable to you for non-compliance with these Terms, the Policies, applicable laws or for any reasonable cause.

(c) Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof.

(d) Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these Terms.

(e) Buyer: a third-party, who purchases Product on the Platform.

(f) Buyer Contract: each Order by Buyer and accepted by Vendor, which is governed by the Terms of Use on Ebizmedic.

(g) Cancellation Penalty: the charge applicable for a Cancelled Order as determined by Ebizmedic.

(h) Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your lack of compliance with any provision of these Terms.

(i) Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation).

(j) Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price, as specified in Schedule A of these Terms.

(k) Confidential Information: any information proprietary to a party to these Terms or an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.

(l) Consumption Tax: Any prevailing consumption tax, including but not limited to any Goods and Services Tax, Sales Tax and Service Tax, or its equivalent and as from time to time modified.

(m) Ebizmedic BNPL: means the buy now pay later (BNPL) online payment solution, whereby Ebizmedic agrees to accept payment by Buyers on a deferred basis, and Ebizmedic agrees to allow Buyers to make payment for the Deferred Payables via Instalments (as defined in the BNPL terms and conditions), and which includes performing validation checks and assessments on Buyers using the system, managing accounts and processing transactions and requests. Ebizmedic BNPL is subject to terms and conditions.

(n) ECD: Ebizmedic-coordinated Delivery (see explanation under Clause 6 and Annex 1).

(o) Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example due to: (i) the delivery address (either physical or email) provided by the Buyer being incorrect; (ii) where acceptance of delivery of the Product is required, the Buyer being unable to accept the Product; (iii) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies; or (iv) where the Buyer remains uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier).

(p) Fee: the fee payable by you to Ebizmedic in consideration for the provision of Services, which shall be calculated in accordance with Schedule A.

(q) Force Majeure: any event or cause beyond a Party’s reasonable control including but not limited to: (i) an act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Ebizmedic or Affiliates, or of a third party); and (vi) health epidemics declared by the World Health Organization.

(r) Fulfilled Buyer Contract: an Order the status of which is showing as "Delivered" in Vendor Portal, or is otherwise deemed by Ebizmedic as having been executed by you, including instalments thereof.

(s) Fulfilment Model: the model of Order fulfilment of physical Products and Product agreed to by the parties and as supplemented by an logistics services agreement (if applicable).

(t) Inadequate Product: any wrong, faulty, defective, damaged etc (excluding any Product damaged due to mishandling by Ebizmedic, Affiliates, an Ebizmedic contractor, or the Buyer), legally non-compliant Product, or a Product that has been publicly or privately recalled, in accordance with the law or the Policies.

(u) Intellectual Property Rights: all patents and copyright, moral rights, trade marks, design rights, rights in or relating to databases, and/or confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

(v) Late Payment Interest: is the interest payable by you on the overdue sum at the rate of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Ebizmedic (as well as after judgment).

(w) Listing Price: the price, including instalments, at which a Good is offered for sale to Buyers by Vendor as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable under applicable laws, and excludes any coupons or other discounts provided by Ebizmedic to the Buyer.

(x) Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms, or any other agreement entered into by the parties and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction, in accordance with these Terms or any other agreement entered into by the parties, including but not limited to the Fee.

(y) Order: the request placed by a Buyer on the Platform for the purchase of a particular Product.

(z) Payment: payment of Net Proceeds made or to be made by Ebizmedic to you.

(aa) Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds, for payment processing services.

(bb) Personal Data: any personal information as defined by Malaysia’s personal data protection laws and regulations, pertaining, but not limited, to Ebizmedic, Ebizmedic Affiliates, or our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and Buyers.

(cc) Platform: the Ebizmedic platform on the website of www.ebizmedic.com, or any other internet domain property of Ebizmedic, and the Ebizmedic Mobile Application available on mobile operating systems (including on iOS and Android), where Vendor may list Products for sale under these Terms, and where Buyer(s) may buy such Products.

(dd) Policies: the rules, guidelines, terms and conditions, etc. applicable to Vendors and Buyers for the use of the Services, Platform, Vendor Portal, Tools and other Ebizmedic properties, as they may appear on the Platform or Vendor Portal or be communicated from time to time by Ebizmedic, including the Privacy Policy.

(ee) Product: one (1), or several (if sold together under one Listing Price) good(s) or service(s) (as the case may be) offered for sale by Vendor to Buyers pursuant to these Terms in which only Product which are approved by Ebizmedic are allowed to be sold on the Platform.

(ff) Prohibited and Restricted Products: the Products which are listed as prohibited and restricted products in the Prohibited and Restricted Items Policy as per Annex 2 including but not limited to Products which are illegal to be listed or sold under applicable laws and regulations.

(gg) Returned Product: the return of a physical Product to the Vendor by a Buyer in accordance with these Terms and/or the Policies, including Inadequate Products. The Vendor will retain, or take back from the Buyer as the case may be, ownership, title and risk of all Returned Products.

(hh) Sales Proceeds: the gross proceeds received from Buyers by Ebizmedic (or its designated providers) on your behalf.

(ii) Sales Traffic Activities: Additional Services at the sole discretion of Ebizmedic consisting in: (i) a set of specific design features on the Platform that enhance the visual representation of certain of your Products by means of a dedicated landing page; (ii) Search Engine Optimisation, which entails the bidding on relevant keywords related to the Products and/or you on electronic search engines; (iii) Social Media Sales Traffic Activities, which entails the promotion of the Products and/or you on the Platform or social media platforms; (iv) Banner services which entail the bidding on banners related to the Products or the Vendor on electronic search engines; (v) Affiliate services, which entail advertising the Products or the Vendor on a network of affiliates that work with Ebizmedic; and/or (vi) other sales promotion services agreed to by the parties.

(jj) Schedule: any schedule to these Terms at the time of acceptance of these Terms and such other schedules that may be incorporated by publication or notification in writing by Ebizmedic from time to time. The Schedule(s) form(s) an integral part of these Terms.

(kk) Services: the services provided by Ebizmedic under these Terms.

(ll) Shipping Cost: the fee charged by Ebizmedic to Vendor for Ebizmedic-coordinated Delivery, as communicated by Ebizmedic to the Vendor, from time to time.

(mm) Terms: is defined in the preamble and means these Terms of Service (Vendor).

(nn) Territory: means Malaysia within which the Products are intended to be sold pursuant to these Terms.

(oo) Tools: any tools provided by Ebizmedic to you in connection with your access to and use of the Services.

(pp) Vendor Account: an account which you have created with Ebizmedic for access to the Platform and Tools, and by which the Sales Proceeds may be received.

(qq) Vendor Content: product information, text, images, and any other relevant and/or legally required information relating to the Products, including third party and your trademarks and other Intellectual Property Rights related materials.

(rr) Vendor Portal: any tool offered by Ebizmedic to Vendor, for the operation of Vendor’s operations on the Platform and access to the Services and Tools available at www.ebizmedic.com/vendash.

(ss) Working Day: a day other than Saturday, Sunday, or a national or state public holiday in state in  Malaysia of your working premises.

 
2 ACCEPTANCE
2.1 Any person who wants to access the Platform and use the Services to sell Products must accept these Terms and the Policies. You shall provide a copy of any documents requested by Ebizmedic upon entering into these Terms by uploading the Vendor Portal. Ebizmedic may verify these documents and other submitted information prior to effecting payments.
2.2 Ebizmedic may change any of these Terms, and any fees, procedures and policies governing the Services, and the Platform at any time. These changes will take effect seven (7) days after publication on the Platform, or other form of notification to you. You are responsible for reviewing notices and policies, and your continued use of the Services, the Platform and/or the Vendor Portal following the changes taking effect will constitute your acceptance of such changes. If you do not agree to any such changes, you must stop using the relevant Services and the Platform, and Vendor Portal (except to the extent required in these Terms), and contact Ebizmedic on Vendor Portal to deactivate your Vendor Account upon which these Terms will be terminated. For the avoidance of doubt, newer versions of these Terms supersede older versions, unless otherwise agreed by Ebizmedic.
   
3 SERVICES & FEES
3.1 Ebizmedic provides the Platform for Vendors to offer Products for sale to Buyers, and for Vendors to complete transactions with Buyers. Except as set out in these Terms, and to the extent permitted by applicable law, Ebizmedic is not involved in the actual transaction between Vendors and Buyers nor is Ebizmedic obliged to verify the accuracy, completeness and legality of the contents published on the Platform by the Vendors. As seller of the Products, it is your responsibility to ensure the sale is legal, accurately describe the Products, and the Products are packaged, shipped, warranted and fulfilled in respect of all sale and after sale obligations required by law or by trade. You use the Services, the Platform and the Vendor Portal at your own risk.
3.2 The Services provided by Ebizmedic (or its designated providers) under these Terms are:

(a) providing supporting services enabling your listing and publishing of contents regarding the Products you offer for sale on the Platform;

(b) providing the Platform for you to offer Products for sale;

(c) limited Buyer care services, including coordinating and answering Buyer enquiries and processing;

(d) monitor returns and replacements;

(e) Order processing;

(f) logistics coordination and related services if the fulfilment model is ECD;

(g) collection, reconciliation and execution of all Sales Proceeds; and

(h) other services ancillary to the Services.

(collectively to be referred to as “Services”)

The Services include Ebizmedic providing information to you in relation to each Order as necessary under these Terms. You agree that Ebizmedic may provide you with electronic copies of documents such as tax invoices, receipts, credit notes, debit notes, or any other documents for compliance with applicable laws.

3.3 In consideration of the provision of Services, Ebizmedic shall be entitled to charge and invoice you the Fee. Unless otherwise agreed in writing, settlement of invoices for the Fee shall be effected by setting off against funds in your Vendor Account with Ebizmedic.
   
4 SALES PROCEEDS
4.1 You authorize Ebizmedic (or its designated providers) to (a) collect the Sales Proceeds and in general any sums due or owing under these Terms and hold the same; (b) calculate and process customer payments, refunds, and adjustments; (c) remit the Net Proceeds; and (d) pay to Ebizmedic, to  Ebizmedic’s Affiliates, and to third parties (including Buyers) any amounts you owe to them in relation to your use or transactions on the Platform. You acknowledge and agree that payments may be collected from Buyer through authorized service providers (such as logistics providers or offline payment channel operators) on behalf of .
4.2 You agree that Buyers satisfy their obligations to you as regards the Buyer Contract when Ebizmedic (or its designated providers) receives the Sales Proceeds. The obligation of Ebizmedic (or its designated providers) to remit funds received by us on your behalf is limited to the Net Proceeds (which is the Sales Proceeds minus any sums owed by you to Ebizmedic, Ebizmedic Affiliates or third parties in relation to your use or transactions on the Platform), and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction in accordance with these Terms and the Policies. The Payment will represent an unsecured claim against Ebizmedic. For the avoidance of doubt, you will not receive interest or any other earnings on Sales Proceeds or Net Proceeds.
4.3 All Net Proceeds will be payable by Ebizmedic to your Account which allows the storage of money you receive from the Net Proceeds (“Seller Wallet”). The sum of this money, minus any withdrawals, will be reflected as your Seller Wallet’s balance.
4.4 You may transfer funds from your Seller Wallet to your linked bank account (“Linked Account”) by submitting a transfer request (“Withdrawal Request”) a maximum of once per day. Ebizmedic may also automatically transfer funds from your Seller Wallet to your Linked Account on a regular basis, as determined by Ebizmedic. Ebizmedic shall only process such transfers in accordance to its finance date/cut-off date as determined by Ebizmedic and it may take up to three (3) Working Days from date of such process of transfers for the funds to be credited to your Linked Account. Once submitted, you may not modify or cancel a Withdrawal Request.
4.5 Sellers are entitled to one (1) free Withdrawal Request per week (“Weekly Withdrawal Limit”). Ebizmedic may impose a fee of RM0.12 for each additional Withdrawal Request made in excess of the Weekly Withdrawal Limit (“Withdrawal Fee”). The Withdrawal Fee is subjected to Sales and Service Tax (“SST”). The Weekly Withdrawal Limit and the Withdrawal Fee are subject to change at Ebizmedic’s discretion.
4.6 Money from your sale of items on Ebizmedic shall be credited to your Seller Wallet within fourteen (14) days after the item is delivered to Buyer or immediately after Buyer has acknowledged that they have received the item.
4.7 If there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to deduct the debit and applicable fees from your Seller Wallet in the future. If we are unable to credit your alternative account, for any reason, we reserve our right to handle or process such money in accordance with the applicable law, including the Unclaimed Moneys Act 1965.
4.8 You authorize us to initiate debit or credit entries to your Seller Wallet:

(i) to correct any errors in the processing of any transaction;

(ii) where Ebizmedic has determined that you have engaged in fraudulent or suspicious activity and/or transactions;

(iii) in connection with any lost, damaged or incorrect items;

(iv) in connection with any rewards or rebates;

(v) in connection with any uncharged fees;

(vi) in connection with the settlement of any transaction dispute, including any compensation due to, or from, you;

(vii) in connection with any banned items or items that are detained by customs;

(viii) in connection with any change of mind agreed to by both Buyer and Vendor.
4.9 Ebizmedic (or its designated providers) will have no responsibility with respect to the legality of transactions occurring between Vendors and Buyers relating to the Orders made through the Platform.
4.10 Ebizmedic may (or may request its designated providers to) delay, suspend or cancel any Payment if  reasonably concludes that your actions and/or performance in connection with these Terms or the Buyer Contract are likely to result, or have resulted, in a breach of any provision of these Terms or the Policies and/or any failure to perform any due obligation under these Terms, any disputes, chargebacks or other third party claims (including Buyer claims), or if there are any sums owed by you to Ebizmedic,  Ebizmedic may withhold Payment for the longer of: (a) ninety (90) days; (b) the completion of any investigation regarding your actions or performance; or (c) the resolution of any dispute, at the discretion of Ebizmedic. Where a Payment is cancelled, such Payment shall be forfeited to  and you give up all claim and right to such monies. Any Payment made by to you will not in any way be considered as a waiver of Ebizmedic’s rights under these Terms.
4.11 Without prejudice to any other rights and remedies which Ebizmedic has against you, if any sums payable by you to  Ebizmedic under the provisions of these Terms shall become due and be unpaid, you shall pay to  the Late Payment Interest, calculated on daily basis from the payment due date until such money is actually received by 
4.12 To the extent required by applicable laws, Ebizmedic may (or may request its designated providers to) withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Contract. If Ebizmedic is required under applicable laws to deduct or withhold any sum as taxes imposed on any amount due or payable to you, Ebizmedic will make such deduction or withholding as required and the amount payable to you will be reduced accordingly. Ebizmedic will provide you with a document proving that amounts deducted refer to withholding taxes applicable to you. If Ebizmedic is held liable for any taxes or tax compliance costs in connection with the Sales Proceeds and/or the Payments, you shall indemnify Ebizmedic for such tax liability or tax compliance costs irrespective of when such tax liability is assessed.
4.13 To the extent permitted by applicable laws, any enquiry or dispute about any Payment (excluding any claim in respect of ECD)) must be received by Ebizmedic within thirty (30) days from the Order delivery date, failing which, you waive the right to dispute such Payment. Any enquiry or dispute about any Payment shall be managed in accordance with prevailing Policies.
4.14 If, for any reason, the Vendor’s bank account cannot be credited and/or the Vendor cannot be contacted, Ebizmedic will use reasonable endeavours to contact the Vendor using the contact details provided by it/him/her.  In the event that the Vendor cannot be contacted for more than twelve (12) months after the become due to the Vendor and moneys remain unclaimed, we reserve our right to handle or process such money in accordance with the applicable law, including the Unclaimed Moneys Act 1965.
   
5 ACCESS TO SERVICES AND TOOLS
5.1 You are responsible for supplying and authorizing access to your Vendor Account to your authorized personnel, and for ensuring that any person filling in or signing any document, operating the Vendor Account, or handling the Products, on your behalf (other than an Ebizmedic employee, contractor or agent specifically mandated by Ebizmedic) has full power and authority to do so on your behalf. All actions taken by any person accessing or using the Vendor Account, Services or Tools on your behalf shall be deemed duly authorized unless you have given  advance written notice of such person’s lack of authority.
5.2 You are responsible for ensuring that all information (including email and bank account details) provided or made available by you or your authorized personnel on Vendor Account is accurate and complete at all times. You shall bear all consequences ensuing from any incorrect information provided and  shall have no responsibility to verify any information, take any steps to rectify the situation, or remit any Payment to you.
   
6 FULFILMENT OF ORDERS
6.1 Orders for physical products are fulfilled under the following Fulfilment Models ("Logistics Services"):

(a) Delivery by Vendor: In circumstance where the Vendor is desirous to deliver Products ordered due to special handling items, temperature sensitive and etc, the Vendor is to seek written approval from Ebizmedic. Upon written consent given by Ebizmedic, you are then responsible for the delivery of Products to Buyers using your own logistics services or a 3PL.

(b) ECD: Where you are either responsible for delivering the Products to Ebizmedic’s designated location or appointed 3PL by Ebizmedic or the appointed 3PL by Ebizmedic shall collect the Products from the Vendor’s warehouse (which may be further regulated under any logistic services agreement (for direct bulling purposes) between you and the 3PL appointed by Ebizmedic), for Ebizmedic to coordinate delivery to Buyers. The Vendor shall be responsible for all shipping and delivery costs incurred. All warehouse location(s) of the Vendor are to be approved by Ebizmedic.

6.2 Delivery by Vendor

(a) You may use “Delivery by Vendor” as a fulfilment model only if approved by Ebizmedic;

(b) Unless Ebizmedic approves your usage of cash on delivery as a payment model, you shall not collect any payment from Buyer;

(c) Vendor’s Responsibilities:

(i) You will prepare and ship Products under the Buyer Contract to the address specified in the relevant Order within two (2) days for on stock items. All pre order items shall be shipped between three (3) to thirty (30) days depending on the lead time as displayed on the Platform. Automatic cancellation will take place after five (5) days if status updates are not provided to Ebizmedic

(ii) If you fail to comply with the stipulated deadline, Ebizmedic may modify the deadline and/or cancel the Order;

(iii) You shall update the status of delivery on Vendor Portal within the deadline specified;

(iv) You shall stop or cancel any Orders if directed by Ebizmedic. If Buyer has already been charged for such Orders, Ebizmedic will execute refunds (and any adjustments) and credit the applicable Buyer account;

(v) You will reimburse Ebizmedic for all amounts credited costs associated with the refund;

(vi) You will ensure that Ebizmedic  is at all times supplied with updated Order shipment tracking information;

(vii) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using the Delivery by Vendor model, and you shall be responsible for all claims in relation to such Products; and

(viii) You shall not require Buyer to provide any other document (except to confirm receipt of delivery) during the delivery process.

(d) Title and risk of loss for Products will remain with you at all times, and Ebizmedic will have no liability whatsoever related to the Products including their shipping, storage, delivery delays, damage or loss through Delivery by Vendor.

6.3 Ebizmedic-coordinated Delivery (“ECD”)

The ECD Terms set out in Annex 1 shall apply and form part of these Terms.
   
7 RETURNS, FAILED DELIVERIES AND INADEQUATE PRODUCT
7.1 All Orders will be handled in accordance with our Returns, Replacement and Failed Delivery Policies. In the event that  is required to provide additional services to collect, deliver, process or store any returned or failed delivery parcels for you, such additional fees or expenses may be charged to you and be set off against funds in your Vendor Account.
7.2 Costs of Failed Delivery/Inadequate Product

(a) In case of Failed Delivery, Ebizmedic may require you to bear costs associated with the Failed Delivery where the underlying reason for Failed Delivery is Vendor’s fault.

(b) In case of an Inadequate Product, you will promptly notify Ebizmedic of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist Ebizmedic with returns, including by initiating the procedures for returning Products to you. You will bear all costs associated with the return or replacement, including the Payment Fee, and unless the shipping has been arranged by you, the Shipping Cost for the shipment of the Product to the Buyer, from the Buyer to Ebizmedic and from Ebizmedic back to you.
7.3 Subject to the Policies,  Ebizmedic is not obliged to return any Products to you if such return would not be reasonably practicable (including if the value of Products is disproportionately low relative to the cost of returning Products).
7.4 If (a) Ebizmedic is unable to return the Products to you despite taking reasonable efforts in accordance with the Policies (for example, if you refuse to pick-up the Returned Products; or if your delivery address is incorrect) or (b) Ebizmedic reasonably determines that it is not reasonably practicable to return the Product to you pursuant to Clause 7.3 above, Ebizmedic may examine, release, dispose of or sell the Products in any manner it sees fit, without any liability or payment obligations to you. You agree that title to all Products will be passed to Ebizmedic prior to any examination, release, disposal, or sale of the Products by Ebizmedic .
7.5 In case of Failed Delivery: (a) where received by Ebizmedic, Sales Proceeds will be refunded to the Buyer; and (b) where received by you, the Net Proceeds will be refunded to Ebizmedic.
7.6

Ebizmedic will not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any failed delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from you.
   
8 EBIZMEDIC’S RIGHTS
8.1 If the Products or your behavior on the Platform do not comply with these Terms, the Policies, applicable laws or for any reasonable cause, Ebizmedic may at any time (a) delay or suspend listing of, or to refuse to list, or to de-list any or all Products; (b) cancel or suspend any promotion, pricing or traffic benefits; (c) reset your store name; (d) withhold (or request its designated providers to withhold) amounts in your Vendor Account, and such amounts may be applied towards refunds to entitled Buyer, reimbursement of rebate or discount extended by Ebizmedic to you, and any costs, fees, penalties or fines imposed by any competent authorities; (e) allow a Buyer to cancel an Order because the Platform or the Products are unavailable following the commencement of a transaction; and/or (f) require you to pay an Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any competent authorities.
8.2 Ebizmedic may deactivate your Vendor Account with immediate effect and withhold all outstanding payables to you if (a) you breach any obligations under these Terms, the Policies or applicable laws relating to Intellectual Property Rights; (b) you sell counterfeit products or products prohibited from use, distribution or sale under applicable laws; (c) breach any applicable laws; (d) you accumulate the maximum number of non-compliant points as set out in the Policies; and/or (e) you use the Platform, the Services and Vendor Portal in a fraudulent manner.
8.3 For the purposes of prevention of fraud, compliance with applicable laws or these Terms, or other commercially reasonable reasons, Ebizmedic may impose order value or transaction limits on your Vendor Account and/or your Product listings; and/or open and inspect any Product and any storage, facility and/or warehouse in which the Products are stored.
8.4 Ebizmedic may work with and/or use the services of its designated providers or other third party service providers in connection with the Services.
8.5 Ebizmedic may reject any particular form of Order or payment for the Products and not honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you to Buyer.
8.6 Ebizmedic may withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will stop and/or cancel orders of Products if so asked by Ebizmedic (unless you have transferred the Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where you have already received the Net Proceeds, you will refund any Buyer that has been charged for an Order that Ebizmedic has stopped or cancelled.
8.7 Between Ebizmedic and you, you will not be required to bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: (a) Orders that you do not fulfil in accordance with the Order information, or (b) any fraud directly or indirectly linked with you. You will bear all other risk of fraud or loss, including any losses suffered by Ebizmedic, its Affiliates, and/or its partners, for any breach of your warranties and undertakings per Clause 9 of these Terms. You will promptly inform Ebizmedic of any changes to the nature or specifications of the Products or any pattern or behaviour of fraudulent or other improper activity with respect to any of the Products that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Products.
8.8 Ebizmedic may subject the Products or you to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Products and/or your performance as a seller and Ebizmedic may make these ratings and reviews publicly available.
   
9 VENDOR REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
9.1 General Undertakings: By using the Services and Tools provided by us or a Ebizmedic Affiliate, you undertake, represent and warrant that:

(a) you shall (i) comply with all applicable laws and regulations, including all anti-bribery, anti-corruption and tax laws relating to your activities; (ii) be responsible for and pay all taxes and other charges arising out of or associated with these Terms or the Buyer Contract; and (iii) obtain all necessary rights, licences, permits, or approvals required for the offer, advertising, and sale of the Products on or through the Platform;

(b) you shall comply with these Terms, the Policies and any additional terms, including any end user licence agreement;

(c) you must possess necessary license from relevant bodies to trade on the Platform. Any expired licenses will not be entertained and you will be blocked as seller on the Platform until you possess the required license or when the license is renewed.

(d) you shall include all information and supporting documents required by applicable law including issue a valid invoice to the Buyer, and ensure that any information provided under these Terms is accurate, current, complete and is not misleading;

(e) you are responsible for all the expiry dates etc of the Products. Should there be any disputes with the Buyer, Ebizmedic will only moderate the conversation between the Buyer and the Vendor;

(f) you shall fulfil all Orders for Products at their stated quantity and price to Buyers and be responsible for any error in the Listing Price;

(g) you shall not infringe any Intellectual Property Rights;

(h) you shall provide the necessary manual or training to the Buyer on the Products;

(i) you shall not post, display or disclose any materials which infringe the Policies;

(j) you shall not use or allow anyone to use the Platform, the Services and Vendor Portal in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable manner including:

(i) opening multiple shops or duplicating stock keeping units on the Platform without Ebizmedic’s approval;
(ii) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise);
(iii) conducting activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
(iv) purchasing items sold on the Platform for commercial use or for use on behalf of a third party;
(v) being a party to any transaction which is not for the bona fide sale and purchase of Products (for example, where the primary or associated purpose is for (A) the encashment of vouchers, codes, and/or rebates; (B) gamification for the purpose of accumulation of any rebates, loyalty points, and/or credit and/or cycle-selling operations etc.; and (C) any other act that constitutes cheating (including reselling, re-purchase of your own Products which is subsidized by Ebizmedic, and re-directing sales).

(k) you shall not access content and information that concerns any party other than you, transmit unsolicited communications, interfere with the proper working of the Platform or Vendor Portal, transmit any viruses, Trojan horses, or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;

(l) you shall not intentionally expose Ebizmedic and/or Ebizmedic Affiliates, and our respective officers, employees, directors, contractors, consultants, advisers, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that Ebizmedic determines to be harmful to Ebizmedic and Ebizmedic Affiliates’ operations, reputation, or goodwill; and

(m) ensure that the Listing Price for any Products offered to Buyers is at least as favourable as the price offered by you outside the Platform on other online channels for the same product in like or lesser quantities.

9.2 Undertakings in relation to Products: You undertake, represent and warrant that:

(a) the Products are of merchantable quality, fit for their purpose, free from defects, and conform to their listed specifications;

(b) the Products and their offer for sale are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) and conform with the Policies;

(c) you have the requisite license in accordance with applicable laws and regulations to list and sell such Products on the Platform. Products that require Kementerian Kesihatan Malaysia or any relevant authority’s certification shall have the required certification before the Products can be listed on the Platform. Ebizmedic reserves the rights to not list or remove any listing of Products which do not have the requisite license/permit.

(d) you will include all legally required documentation in relation to the Products (including warranty card, warranty information and invoice) and update the same when legally required, and shall provide Ebizmedic and/or Buyer any such document upon request;

(e) you have full unencumbered title in the Products and in any materials incorporated in the Products and all the Products are supplied free of all liens, charges or other security interests;

(f) the Products are not (i) Prohibited and Restricted Products; (ii) Inadequate Product; (iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;

(g) you shall provide Ebizmedic with any documentation and information supporting your right to sell the applicable Products, including the right, license and/or permit to sell such Products, any documentation giving you the right to distribute the Products, and if needed, the notarized copy, invoice or other proof thereof at your cost;

(h) in case of sale of refurbished Products, imported Products, white label Products, or non-OEM Products, you must comply and strictly follow Ebizmedic’s specific content requirements and the specific guidelines defined for such Products on the content production manuals; and

(i) you shall comply with standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping and packaging requirements under the Policies and/or applicable law.

9.3 Undertakings in relation to Vendor Contents: You acknowledge, undertake, represent and warrant that:

(a) you are the owner or have lawful rights with respect to the use of Intellectual Property Rights concerning the Products and the Vendor Contents and you are not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Vendor Contents, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products;

(b) the Vendor Contents are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the Policies;

(c) you will not use any intellectual property belonging to us and/or Ebizmedic Affiliates without Ebizmedic’s prior approval in writing (including participating in actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Ebizmedic solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual- property laws);

(d) you will provide Vendor Content that is accurate, up to date and in accordance with the Policies (including proper categorization in accordance with the Policies, availability status, stock level and Listing Price of the Products). The Vendor Content must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit, defamatory or obscene materials, or any of yours or a third-party’s marketing material;

(e) Vendor Content must be provided in English and/or any other language as required by Ebizmedic. The Vendor shall arrange for the translation of the Vendor Content into any language as required by Ebizmedic and Ebizmedic is not required to verify the accuracy of the translation process and shall not be liable for any errors or omissions arising from translation;

(f) you will not provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless you have the right to publish the Vendor Content and have the right and license to sell such Products under applicable laws;

(g) you grant Ebizmedic and Ebizmedic Affiliates a royalty-free, non-exclusive, and worldwide right and license to use, reproduce, display, modify, and re-format any and all of the Vendor  Content provided by the Vendor strictly in accordance with the Vendor’s instructions and/or requirements, for the purpose of operation of the Platform or performance of the services under these Terms;

(h) Ebizmedic may determine the use and placement of Vendor Contents, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and if any, the Sales Traffic Activities;

(i) Ebizmedic may use mechanisms that rate, or allow Buyers to rate or review, your Products and/or your performance as a seller and we may make these ratings and reviews publicly available. Ebizmedic shall not be responsible for the reviews and ratings generated by the mechanisms or Buyers, in respect of any Products and/or your performance;

(j) these Terms confer on you no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform, Vendor Portal and any application programming interface or other software) and data (e.g. sales data, performance data, Buyer data, Vendor Portal data and Vendor Portal name) used, obtained or created under these Terms. If such rights were nevertheless to have accrued to it for any reason whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Ebizmedic or any other party designated by Ebizmedic, free of charge, or for a nominal fee; and

(k) nothing herein contained will be deemed to limit or restrict our or any third party’s rights to assert claims for violation of any Intellectual Property Rights against you.

9.4 Additional Representations and Warranties: Use of the Services, the Platform, and Vendor Portal is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:

(a) (i) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered; (ii) you have full power, capacity and authority to enter into and perform your obligations under these Terms; and (iii) any information provided or made available by you or your Affiliates is at all times accurate and complete;

(b) you and any person or entity that has a financial interest in your business, or any person or entity acting on your behalf: (i) have no affiliation with any Ebizmedic employee which may result in a potential or actual conflict of interest; (ii) have not been barred or otherwise prevented from selling on Ebizmedic; or (iii) have not been involved in any lawsuit or claim that has a bearing on these Terms.

9.5 You undertake and warrant that all your representations, warranties and undertakings in these Terms will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform Ebizmedic of the same and rectify the situation to Ebizmedic’s satisfaction (without prejudice to any other rights or remedies of Ebizmedic).
   
10 CONFIDENTIAL INFORMATION
10.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under these Terms and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
10.2 The rights and obligations of the parties under this Clause shall survive the termination of these Terms.
   
11 PERSONAL DATA AND BUYER INFORMATION
11.1 You undertake, represent and warrant that you will use and process Personal Data (in particular, the Personal Data of Buyers):

(a) only for the purpose of the execution of these Terms or Buyer Contract and not disclose it to third parties;

(b) in accordance with the requirements under the applicable personal data protection laws and the Policies;

(c) in a manner that ensures Ebizmedic remains in compliance with the requirement under the applicable personal data protection laws; and

(d) you will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for your own benefit or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise.

You further warrant that you have implemented sufficient security measures to ensure that the Personal Data is securely kept and maintained as required by the applicable personal data protection laws and you agree to be subject to the necessary audits undertaken by Ebizmedic to ensure compliance of the above warranties and to immediately inform Ebizmedic of any Personal Data incident upon becoming aware of the same.
11.2 Ebizmedic will own all information regarding Buyers, Orders and the supply of the Services, including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and Ebizmedic will not be liable to pay any royalties or fees to you in connection with the use of any such information.
   
12 LIABILITY – LIMITATIONS & INDEMNIFICATION
12.1 The Platform, Vendor Portal and the Services are provided on an "as is" basis. Any information and any materials provided by or through the Platform, Vendor Portal, the Services may contain errors and Ebizmedic and Ebizmedic Affiliates expressly exclude liability for any such errors to the fullest extent permitted by applicable laws. Any link found on the Platform, Vendor Portal or the Tools is provided for your convenience and for further information. It does not signify that Ebizmedic endorses the contents thereof and Ebizmedic has no responsibility for the content of external links.
12.2 You acknowledge that the availability of the Services, Platform, Vendor Portal is subject to:

(a) availability of resources, including resources under the control of Ebizmedic and availability of a suitable network infrastructure;

(b) geographic and technical capability of communication networks and other delivery systems;

(c) provisioning time that may be required by Ebizmedic to provide the Services and/or the Additional Services; and

(d) you meeting the technical requirements for accessing Vendor Portal from time to time

12.3 Except as expressly provided for in these Terms, Ebizmedic makes no other representations or warranties of any kind, express or implied, including: (a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Platform, Vendor Portal, the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; (c) that the information, content, materials, or products included on the Platform or Vendor Portal will be as represented by Ebizmedic or that Ebizmedic or the Buyers will perform as promised; (d) any implied warranty arising from course of dealing or usage of trade; and (e) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, gross negligence or wilful misconduct by Ebizmedic.
12.4 Any typographical clerical or other error or omission in any acceptance, invoice, Vendor Content or other document on the part of Ebizmedic shall be subject to correction without any liability for Ebizmedic.
12.5 You will defend, indemnify and hold Ebizmedic and Ebizmedic Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, harmless from, and at Ebizmedic’s option defend Ebizmedic against, any and all Claims arising out of, or related to:

(a) any actual or alleged breach of your undertakings, representations, warranties, or obligations set forth in these Terms or the Buyer Contract;

(b) any incorrect, misleading, or erroneous information provided to Ebizmedic or any third party in connection with the Services;

(c) any non-compliance by you with any applicable laws or the Policies, including any losses in respect of shipment of Prohibited and Restricted Products incurred by Ebizmedic or its sub-contractors;
any tax compliance costs or tax liability incurred by Ebizmedic or Ebizmedic Affiliates in connection with your activities, arising out of your non-compliance with the applicable tax laws or us or Ebizmedic Affiliates being deemed as your tax agent; or

(d) your own website or other sales channels, the Products, any Vendor Contents, the advertisement, offer, sale or return of the Products, any actual or alleged infringement of any Intellectual Property Rights by the Products or the Vendor Contents, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time Ebizmedic reasonably determines that any indemnified claim might adversely affect Ebizmedic, Ebizmedic may take control of the defences at your expense. You may not consent to the entry of any judgment or enter into any settlement of a claim against Ebizmedic without the prior consent by Ebizmedic in writing, which consent may not be unreasonably withheld.
12.6 Ebizmedic shall not be responsible for the education and training of how to use any of the Products or services listed on the Platform. The Vendor shall be sole responsible to provide any manual, explanation and training to the Buyer.  The customer service provided on the Platform is only to assist the Buyers/users with technical issues, payment issues and/or delivery issues. The Vendor is responsible to appoint a consultant or sales person to Ebizmedic for all enquiry forwarding. Ebizmedic will provide forwarding single point email to the Vendor, for the Vendor to attend to the Buyer’s enquiries on Products.
12.7 Ebizmedic will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Terms of Use, these Terms, the Buyer Contract, the Platform, Vendor Portal, the Services, the Products (including inability to use the Services or the Tools),or from messages received or transactions entered into on the Platform, provided that Ebizmedic will compensate you for any direct damages resulting exclusively, or primarily from Ebizmedic’s fraud, gross negligence or wilful misconduct.
12.8 If Ebizmedic is nevertheless found liable, to the fullest extent permitted by applicable laws, and not withstanding any other provision of these Terms, the aggregate liability of Ebizmedic and Ebizmedic’s Affiliates and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and any of them, to you and anyone claiming by or through you, for all Claims resulting from or in any way related to these Terms shall not exceed Ringgit Malaysia Five Thousand (RM5,000.00). It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by applicable laws.
12.9 To the extent permitted by applicable laws, any claim by you under these Terms must be notified to Ebizmedic within thirty (30) days from the date the cause of action arose (except for refund and return request which must be raised within three (3) days from the Buyer receiving the Products). For the avoidance of doubt, Ebizmedic will not be liable for any claim you make after said deadline. Any such claim shall comply with prevailing Policies. This Section 12 is not applicable to any claims that are relevant to Payment above and/or lost/damaged parcels in respect of Ebizmedic-Coordinated Delivery.
   
13 TERMINATION
13.1 Ebizmedic’s Termination Right. Ebizmedic may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:

(a) you being in breach of any provision of these Terms and failing to remedy the same within fourteen (14) days from being so notified;

(b) you being in breach of any applicable laws or the Policies;

(c) (in the case of an individual) you being adjudicated a bankrupt or have any similar action taken against you in any jurisdiction, or (in the case of a company) you passing a winding up resolution or a court of competent jurisdiction making an order for the same;

(d) the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;

(e) you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or

(f) you ceasing or threatening to cease to carry on business.
13.2 Vendor’s Termination Right. Provided Ebizmedic has not corrected these within sixty (6s0) days from your written notice to Ebizmedic of the occurrence of any of the following, you have the right to immediately terminate these Terms: (a) Ebizmedic (or its designated providers) delaying payment for more than ninety (90) days without reason; (b) Ebizmedic delaying returns for more than ninety (90) days without valid reason; (c) the making of a judicial management or administration order in relation to Ebizmedic or the appointment of a receiver over Ebizmedic’s assets; (d) the making of an arrangement or composition by Ebizmedic with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (e) Ebizmedic ceasing or threatening to cease to carry on business.
13.3 Either Party may unilaterally terminate these Terms without cause by providing fourteen (14) days’ prior written notice to the other Party.
13.4 Upon termination of these Terms, you will notify Ebizmedic of all concluded Buyer Contracts which have yet to be performed. Notwithstanding any termination for any reason, you remain responsible for the fulfilment of any pending Order and Ebizmedic (or its designated providers) will fulfil any pending Payment obligations. Ebizmedic shall have the discretion whether to complete or cancel any pending Services, and you shall pay any fees in connection with Services that are completed.
13.5 Any provision of these Terms that, by its nature, is meant to survive the term or termination, shall survive such term or termination.
   
14 MISCELLANEOUS
14.1 Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms proposed by either Party (including any terms or conditions which you purport to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Products, will form part of these Terms. These Terms will apply to the relationship between the parties in addition to any specific terms agreed to herein or specifically agreed by the Parties from time to time. In the event of any conflict or inconsistency between these Terms and the Policies, the provisions of these Terms shall prevail.
14.2 Interpretation. The singular includes the plural and vice versa, as the context may require. Headings are inserted for convenience only and will be ignored when construing these Terms. The term “including” or “include” shall mean “including, without limitation”, unless the context otherwise requires. A statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of these Terms, and shall include also any past statutory provision or regulation (as from time to time modified or re- enacted) which such provision or regulation has directly or indirectly replaced.
14.3 Communications. Unless otherwise provided in these Terms or agreed to between the parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the recipient’s address set forth in these Terms or any other address that the recipient may specify by notice to the other Party. If requested by Ebizmedic, you shall provide to Ebizmedic contact details of a designated contact person, whom Ebizmedic may contact regarding any of your responsibilities arising from these Terms.
14.4 Assignment. You cannot assign, transfer or subcontract all or part of your rights and/or obligations deriving from these Terms, without the prior written consent of Ebizmedic. Ebizmedic may assign, transfer or subcontract all or part of its rights and/or obligations deriving from these Terms without your consent.
14.5 Independent Contractors. You and Ebizmedic are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. These Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. You have no authority to make or accept any offers or representations on behalf of Ebizmedic.
14.6 No Third Party Rights. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are for the sole and exclusive benefit of Ebizmedic, Ebizmedic Affiliates and you. Other than as regards the rights of Buyers against you, nothing in these Terms will be construed as giving any third party any rights whatsoever.
14.7 Illegality. Notwithstanding any other provision in these Terms to the contrary, nothing contained herein will oblige Ebizmedic or you to engage in any action or omission to act which would be prohibited by or penalized under applicable laws. The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The actual or future invalidity or ineffectiveness of any provision in these Terms will not affect the validity or effectiveness of the whole document.
14.8 Severability. If any provision in these Terms shall be held to be void but would be valid if deleted in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
14.9 No Waiver. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under these Terms or under applicable laws.
14.10 Force Majeure. No Party will be liable to the other or be deemed to be in breach of these Terms by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Ebizmedic may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, Ebizmedic may notify you that it will terminate these Terms with immediate effect.
14.11 Modification.  Ebizmedic may unilaterally modify these Terms of Service at any time by posting the revised Terms of Service on the Vendor Portal, without requiring your express or implied consent and without prior notice of such modifications. Your continued use of the Platform after such changes have been posted shall constitute your acceptance of such revised Terms of Service.
14.12 Stamp Duty. All stamp duty and registration fees (if any) in respect of these Terms will be fully borne and paid by you.
14.13 Governing Law. The applicable governing law and dispute resolution of these Terms is the laws and jurisdictions of Malaysia.
14.14 Dispute Resolution. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (“AIAC”) under the AIAC Arbitration Rules. The seat of arbitration shall be Kuala Lumpur. The arbitration proceedings shall be conducted in English. Notwithstanding the foregoing, if either party believes that it may suffer irreparable harm prior to the resolution of any conflict by following the arbitration procedures, such party may apply to a court of competent jurisdiction for a restraining order or other equitable relief in order to prevent or alleviate such harm pending the arbitration.
   

ANNEX 1
EBIZMEDIC-COORDINATED DELIVERY

These Ebizmedic-coordinated Delivery terms shall apply and shall form part of these Terms of Service (Vendor) (“Terms”), if the method of fulfilment of Orders is Ebizmedic-coordinated Delivery.

General terms for Ebizmedic-coordinated Delivery

(a) Logistics Services. Ebizmedic (through Ebizmedic Affiliate or third party(ies) assigned by Ebizmedic) will provide delivery services to the Vendor under Ebizmedic-coordinated Delivery. You shall fulfil the order through and cooperate fully with the logistics service provider assigned by Ebizmedic to carry out the delivery services. Ebizmedic shall not be obliged to assist you to update the status of delivery on Vendor Portal, nor shall Ebizmedic be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner assigned by Ebizmedic.
(b) Performance of Logistics Services. Ebizmedic may use any method or route to perform Ebizmedic-coordinated Delivery, including to sub-contract all or part of Ebizmedic-coordinated Delivery to any sub-contractor which Ebizmedic deems appropriate.
(c) Costs. Unless otherwise provided in these Terms, you shall be responsible for all costs incurred for shipping the Products. Any costs assessed against or incurred by Ebizmedic in relation to shipping will be debited to you. If applicable and unless otherwise specified, you shall also be responsible for payment of all customs duties, and taxes and any other charges related to the shipping and custom clearance of Products.
(d) Import/Export. Ebizmedic shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If Ebizmedic is listed as the importer, exporter, consignor or consignee in any export or import documentation, Ebizmedic shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Ebizmedic decides to support you with the completion of the import procedures of the carrier, Ebizmedic may deduct from amounts payable to you, or by other method at our election, any applicable costs or fees or penalties.
(e) Restricted Destinations. Ebizmedic may restrict the destinations to which you may ship Products. Ebizmedic has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.
(f) Estimated Shipping Costs. Estimated shipping costs, if any, provided prior to shipment are not binding and you agree that you shall be liable for: (i) the actual shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to you.
(g) Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Contract in the manner contemplated by these Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to Ebizmedic or its sub-contractors (if any). Ebizmedic or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with the Vendor from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with these Terms or the Policies.
(h) Rejection/Re-package/Return of Products. Ebizmedic (or Ebizmedic’s 3PL) may reject or re-package (at your expense) any Products for the provision of Ebizmedic-coordinated Delivery, and return such Products.
(i) Fee Deduction. Fees payable by you for Ebizmedic-coordinated Delivery completed by each reconciliation cut-off date shall be deducted from the Sales Proceeds in your Vendor Account. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to Ebizmedic, Ebizmedic may issue you an invoice for the same, and you shall pay such invoiced amounts to Ebizmedic within ten (10) Working Days from the date of the invoice.
(j) Lien. Ebizmedic shall, subject to any applicable law, have a lien on any Products in Ebizmedic’s possession for any Fees due and owing from you.
(k) Limitation of Liability. The total liability of Ebizmedic to you if there is any loss or damage to Products which are the subject of Ebizmedic-coordinated Delivery and where Ebizmedic is responsible for the risk shall be limited to the replacement value of such Products, calculated as follows:

Replacement Value under this heading will be limited to the lower of:

(i) RM400.00 per parcel (regardless of the number of Goods or Products in such parcel); or

(ii) The replacement value of such Goods or Products, which shall be the price net of the fee associated with the sale (Listing Price minus the Commission, the Payment Fee, shipping fee (if any) and applicable taxes that would have applied if the product had been sold to a Customer).

Provided that, if the loss or damage is caused by your instructions, you failing to comply with these Terms or the Policies, related to the decay of perishable Products, or otherwise directly or indirectly caused by you or your agents or contractors, Ebizmedic shall not be liable for any such loss or damage. Any compensation payable to you under this Clause shall be the exclusive remedy available to you for any Claim arising out of Ebizmedic-coordinated Delivery services.

(l) Period for Raising Claims
Any disputes or claims relating to any losses or damages under this section must be made by the Vendor within: (a) in cases of Product damage(s), fourteen (14) days from the date any Products was returned due to any damages; (b) in cases of any Goods or Product loss caused by any third party logistics provider, fourteen (14) days from the last updated status by any third party logistics provider.
(m) Carrier Information. You shall not use the carrier account information of Ebizmedic, including, without limitation, carrier account number and shipping rates, for any purpose other than for the fulfilment of an Order, nor disclose such information to any third party, and you shall protect such information as Confidential Information.
(n) Prohibited and Restricted Products. If your Products fall into any of the Prohibited and Restricted categories listed in these Terms, Ebizmedic may reject such Products for Ebizmedic-Coordinated Delivery, or provide such services to you subject to additional handling charges payable by you. Any loss or damage to any Prohibited or Restricted Products shall be borne solely by Vendor.
   

Specific Terms for Ebizmedic-coordinated Delivery

(a) You will prepare and ship the Order to Ebizmedic’s designated location (including any applicable drop-off boxes offered by Ebizmedic or to Ebizmedic’s appointed 3PL) or for Ebizmedic’s pick-up from mutually agreed pick up points (if offered to you), according to the lead times specified in the listing of the Products on the Platform, provided that, where you fail to comply with the deadline, Ebizmedic may modify the deadline and/or to cancel the Order. For on stock items, the Vendor is responsible to pack and prepare all Products purchaser by the Buyer to be shipped within two (2) days from order date. Any pre order items shall be packed and prepared to be shipped within three (3) days to  thirty (30) days (as listed by the Vendor on the Platform). The order shall be cancelled automatically if no status update is provided to Ebizmedic within five (5) days from order date.
(b) You shall stop or cancel any Orders if directed by Ebizmedic. If Buyer has already been charged for such Orders, Ebizmedic will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited and costs associated with the refund.
(c) Upon receiving Products that are the subject of an Order, Ebizmedic will deliver the Products to the delivery address and designated recipient, in accordance with the Policies.
(d) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using Ebizmedic-coordinated Delivery, and you shall be responsible for all such claims in relation to such Products.
   

ANNEX 2
PROHIBITED AND RESTRICTED ITEMS POLICY

It is Vendor’s responsibility to ensure that their proposed item complies with all laws and is allowed to be listed for sale in accordance with Ebizmedic’ terms and policies before listing the item on the Platform. For the Vendor’s convenience, Ebizmedic has provided below a non-exhaustive guideline on prohibited and restricted items that are not allowed for sale on Ebizmedic. Ebizmedic will update this guideline from time to time where necessary.

1 VIOLATION OF OUR TERMS OF SERVICE
  Violations of this Prohibited and Restricted Items Policy may subject the Vendor to a range of adverse actions, including but not limited to any or all of the following:

– Listing deletion

– Limits placed on Account privileges

– Account suspension and termination

– Legal actions
   
2 LIST OF PROHIBITED AND RESTRICTED ITEMS
  (i) Any products which are not medicinal or medical equipment in nature;

(ii) Prohibited items under the Malaysian law;

(iii) Products that require KKM certification but does not have the required certification;

(iv) Drugs, prescription-only medicines, pharmacy-only medicines, drug-like substances and associated paraphernalia.

(v) Alcohol;

(vi) Prohibited Food: For the safety of the users/Buyer, the Vendors may not list the following food and food-related items on the Platform:

(1) Listings containing medicinal claims – that is, a claim that the item is intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in humans and/or animals, contraception, inducing anaesthesia or otherwise preventing or interfering with the normal operation of a physiological function, whether permanently or temporarily, and whether by way of terminating, reducing or postponing, or increasing or accelerating, the operation of that function or in any other way (for example, pharmaceutical drugs, contact lenses, misbranded dietary supplements);

(2) Noxious food items – Food which contains any prohibited substances or substances in excess of permitted proportions, adulterated food without fully informing Buyer at the time of sale of the nature of the transaction;

(3) Wild mushrooms; and

(4) Any other food items hazardous to human health.

(vii) Medicines and medical equipment listed and sold must adhere to these minimum standards and guidelines:

(1) Expiration dates – all items must be clearly and properly labelled with an expiration or “use by” date. Expired items must not be listed; and

(2) Sealed containers – all products sold on the Platform should be packaged or sealed to ensure that Buyer can identify evidence of tampering or defect.

(viii) Human parts or remains;

(ix) Pesticides;

(x) Potentially infringing items: Items including but not limited to replicas, counterfeit items, and unauthorized copies of a product or item which may be in violation of certain copyrights, trademarks, or other intellectual property rights of third   parties;

 (xi) Recalled items;

(xii) Tobacco or tobacco-related products, including without limitation electric cigarettes/e-juices that contain nicotine;

(xiii) Obscene, seditious or treasonous materials;

(xiv) Stolen goods;

(xv) Mislabelled goods;

(xvi) Any other items that are, or that contain components that are (i) illegal or restricted in the jurisdiction of the Buyer and/or the Vendor or which otherwise encourage illegal or restricted activities, or (ii) determined by any governmental or regulatory authority to pose a potential health or safety risk.

 

If you see a listing that violates our policies, please report it to us by emailing to info@ebizmedic.com. When a policy violation occurs, we will send an email, system message and push notification to Vendor to let them know that the listing has been removed from our Platform. We will also send a push notification to Buyer of said listing. You are responsible for ensuring that your phone settings allow you to receive push notifications.

If you have more questions, you can contact us at info@ebizmedic.com.
   

SCHEDULE A
FEES
1 PAYMENTS
1.1 Unless otherwise agreed in writing, Payments will be made by Ebizmedic to you in accordance with these Terms and the Policies. The Order status on Vendor Portal may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of Ebizmedic’s reasonable control.

1.2 Fee: The Fee payable shall be calculated based on:

(a) the Transaction Fee;

(b) Commission;

(c) the Payment Fee; and,

(d) If applicable, any other Shipping Cost, Cancellation Penalty, Administrative Fee/Default Fee, and/or such other fees as set out in the Policies.

For the avoidance of doubt, coupons or other unilateral discounts provided by Ebizmedic to Buyers are not considered in the Fee calculation. Any taxes, including Consumption Tax, payable as regards the Services, will be imposed on top of the Fee and will be paid by you.

1.3 Ebizmedic may set off any amounts owed by Ebizmedic to you against any amounts owed by you to Ebizmedic, including any such amounts under other accounts or shops owned by you.
   
2 COMMISSION AND PAYMENT FEE
2.1 The Vendor shall pay to Ebizmedic a commission rate of eight percent (8%) on total purchase price on each of the Buyer Contract (“Commission”).
2.2 In the event the Buyer elects to the Ebizmedic BNPL offered by Ebizmedic, the Vendor shall in addition to the Commission, pay to Ebizmedic a payment fee of ten percent (10%) on the total purchase price on each of the Buyer Contract (“Payment Fee”).
2.3 All Commission and Payment Fee may be subject to any tax imposed by the authorities and the Vendor is responsible for such tax.
   
3 TRANSACTION FEES
  Ebizmedic charges a fee for all successful transactions completed on the Platform (“Transaction Fee”). The Transaction Fee is borne by the Seller, and is calculated at two percent (2%) of the Buyer’s total purchase price on each of the Buyer Contract, rounded up to the nearest cent.  The Transaction Fee is subject to any tax imposed by the authority, and the Vendor is responsible for such tax.
   
4 DEDUCTIONS
  Following the successful completion of a transaction, Ebizmedic shall deduct the Transaction Fee, Commission, Payment Fee (if applicable) and any tax amount from the Buyer’s total purchase price on each of the Buyer Contract, and remit the balance to the Vendor in accordance with these Terms. Ebizmedic shall issue receipts or tax invoices for the Transaction Fee Commission, Payment Fee (if applicable) and any tax amount paid by the Vendor on request.