Seller Policy Pages

1. Definitions and Interpretations

1.1 The following terms used in this Agreement (including these General Terms and Conditions) or in any document referred to in this Agreement shall have the following meanings unless otherwise expressly defined in this Agreement or therein: “Agreement” means the form attached to these General Terms and Conditions for the registration of cgwlcmsFood Merchants, including any schedule, appendix or other attachment attached to any of the foregoing, including all amendments, supplements and variations thereto; “Applicable Law” means any applicable law, statute, regulation, order, judgment or guideline passed or issued by Parliament, the Government or any competent court or authority in Malaysia, whether in existence now or in the future; “Business Day” means any day other than a Saturday, Sunday or public holiday in Hong Kong, China; “Contribution” has the meaning given to it in clause 6 of these General Terms and Conditions; “Customer Account” means the registered account of the Customer on the cms Platform; “Driver” means the party who delivers the products ordered by the Customer through the cgwlcmsFood Platform; “Effective Date” means the date on which Global Shopping approves the cgwlcmsFood Merchant Registration Form submitted by the Merchant; “Merchant Outlet” means the merchant outlet owned, managed and registered by the Merchant to enable cgwlcmsFood service restaurants or business premises, which may be amended and added from time to time in accordance with the agreement of the parties; "Merchant Profile" means the merchant details set out in the Agreement; "Merchant SOP" means the standard operating procedure for merchants to use cgwlcmsFood services, which Global Shopping may amend from time to time at its sole discretion, with or without notice; "Merchant Wallet" means the fund account held by the merchant at CMS for holding transaction funds; "Net Sales" means the total price of the products in the transaction, excluding any taxes (including but not limited to any sales and service tax): (a) after deducting any discounts from merchants on the cgwlcmsFood platform; (b) excluding merchant service fees, merchant surcharges and other fees recorded in the systems of Global Shopping or its affiliates (if any and where applicable); "Order" means the product order made by the customer on the cgwlcmsFood platform; "Parties" means CMS and Merchants collectively, and "Party" means any of them; "Product" means the food and or beverages sold by the Merchant through the cgwlcmsFood platform; "Service Fee" has the provisions of Section 7.1 of these General Terms and Conditions. “Global shopping Platform” means the e-commerce platform of mobile application or website (www.Global shopping.com.my) operated by Global shopping; “cgwlcmsFood Platform” means the food ordering and delivery platform operated by Global shopping on the Global shopping Platform for the purpose of providing the cgwlcmsFood Services; “cgwlcmsFood Services” means the food ordering and delivery platform services through which Merchants are able to sell their products and Customers can order products through the cgwlcmsFood Platform, where delivery may be made by a Driver or in any other manner determined by Global shopping; “Transaction” means any transaction in which a Customer orders and pays for products from a Merchant through the cgwlcmsFood Platform; and “Transaction Funds” means the total amount paid by a Customer for transactions conducted through the cgwlcmsFood Services on the cgwlcmsFood Platform. 1.2 In the Agreement (including these General Terms and Conditions): (a) a reference to a statutory provision shall include that provision and any statute made under it, whether before or after the date of that provision, amending or re-enacting the provisions of this Agreement from time to time, and shall also include any past statutory provision or statute (as amended or re-enacted from time to time) directly or indirectly replaced by that provision or statute; (b) a reference to "writing" or "writing" shall include any visible reproduction; (c) a reference to "including" shall be construed as "including but not limited to"; (d) a reference to a "clause" or "schedule" shall mean the clause or schedule to these General Terms and Conditions (unless the context otherwise requires); (e) unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a particular gender shall include the other gender (masculine, feminine or neuter). 1.3 The headings in the Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the construction of the Agreement.

2. Scope

The Agreement attached to these General Terms and Conditions contains the terms for the provision of the cgwlcmsFood Service (as may be amended from time to time).

3. Term

This Agreement shall continue in full force and effect for a period of 1 (one) year from the Effective Date and shall automatically renew for successive periods of 1 (one) year unless either party gives the other written notice of at least thirty (one) years. 30) days prior to the expiration of any term.

4. Description of cgwlcmsFood Service

4.1 Merchants acknowledge and agree that the cgwlcmsFood Service provided by Global shopping is limited to (a) referring customers to merchants; (b) acting as an intermediary between customers and merchants, accepting orders and receiving payments from customers on behalf of merchants; and (c) acting as an intermediary between customers and merchants, including communicating orders and making payments from customers to merchants. Global shopping may make changes to the cgwlcmsFood Service, or suspend the cgwlcmsFood Service, at its sole discretion, without prior notice.

4.2 Global Shopping shall display the range of products offered by the Merchant on the cgwlcmsFood Platform, provided that such range has been communicated to Global Shopping and meets the criteria determined by Global Shopping and communicated to the Merchant separately.

4.3 The Merchant shall provide Global Shopping with all information required by Global Shopping to display the Products on the cgwlcmsFood Platform, including menus, products, product availability at any Merchant Outlet, opening hours and location of the Merchant Outlet, logos, images, prices and company identity as required by Global Shopping (“Necessary Information”). For the avoidance of doubt, if the Merchant fails to provide the Necessary Information to Global Shopping, Global Shopping shall be entitled to use any information available to Global Shopping, including any images relating to the Products on the cgwlcmsFood Platform. Any changes to such information must be notified to Global Shopping by the Merchant at the latest seven (7) business days before the changes take effect.

4.4 The Merchant shall continuously verify the information published by CMS and shall notify CMS immediately (within 1 hour of becoming aware of the error or inaccuracy) of any errors or inaccuracies. For the avoidance of doubt, the Merchant's menu, products, logos, images, prices, company identity and other relevant information of the Merchant may be displayed on the cgwlcmsFood platform and other media (including but not limited to Twitter, Facebook and Google AdWords campaigns).

4.5 Merchants acknowledge and agree that cms does not provide transportation services and does not act as a transportation service provider, courier, postal service provider, delivery service provider, caterer or agent of any party. Global shopping makes no representations or warranties and does not guarantee the quality, safety and or legality of any product. Global shopping does not guarantee the identity of any customer or ensure that the customer will complete the transaction.

4.6 Merchants acknowledge and agree that the actual contract for the sale of goods is directly between the merchant and the customer, and cms is not a party to such contract and does not assume any responsibility, obligation or liability in connection with any such contract and any. Disputes arising from any product are limited to the merchant and the relevant customer.

4.7 Merchants must handle any refunds and or claims arising from transactions, including but not limited to chargebacks. CMS can assist merchants in handling refund and/or claims procedures, and merchants further agree that CMS may, at its sole discretion, decide to return transaction funds to customers without the merchant's prior approval.

4.8 CMS reserves the right to suspend specific transactions and/or customer accounts and/or merchant wallets and/or cgwlcmsFood services if CMS believes that any of the following situations have occurred:

(a) Global Shopping believes that it is necessary or desirable to protect the security of customer accounts and/or merchant wallets and/or cgwlcmsFood services;

(b) Global Shopping believes that the transaction (i) violates the terms of this Agreement or violates the security requirements of customer accounts and/or merchant wallets and/or cgwlcmsFood services; (ii) is a suspicious, unauthorized or fraudulent transaction related to, including but not limited to, money laundering, terrorist financing, fraud or other illegal activities;

(c) if the transaction is for the sale of goods and/or services that are not part of the merchant's agreed products or business activities or are deemed to violate applicable laws;

(d) if the merchant engages in prohibited activities stipulated by the merchant SOP or any other policy of CMS or any applicable laws; or

(e) other circumstances related to CMS's compliance with any applicable laws.

4.9 Global shopping may, at its sole discretion, provide periodic education to the Merchant regarding the development of the cgwlcmsFood Service, including any changes or additions to the cgwlcmsFood Service facilities.

4.10 Global shopping reserves the right to deduct from the transaction funds the service fees to which Global shopping is entitled and the contributions (if any) for providing the cgwlcmsFood Service through the cgwlcmsFood Platform.

4.11 If Global shopping provides any equipment related to the provision of the cgwlcmsFood Service (“Equipment”) to the Merchant, including but not limited to Electronic Data Capture (EDC), the Merchant agrees that it shall be responsible for such Equipment and shall be obliged to return it to Global shopping in good condition upon termination of the cgwlcmsFood Service. Further details on the use of the Equipment, technical and operational support and or resolution of issues related to the Equipment may be provided by Global shopping in the Merchant SOP and or published by Global shopping on the Global shopping Platform, which shall apply and bind the parties.

5. Obligations

5.1 Merchants shall register as Merchants using the cgwlcmsFood Merchant Registration Form or any other method determined by Global Shopping. Merchants shall integrate the cgwlcmsFood service into the Merchant Outlet and operate in accordance with the instructions and policies of Global Shopping (as may be amended from time to time). 5.2 Merchants shall not allow any transaction for any product or item prohibited and restricted by applicable laws or CMS policies. 5.3 Merchants shall retain records related to transactions for at least seven (7) years from the date the transaction occurred. 5.4 Merchants shall conduct their business and operate the Merchant Outlet in accordance with applicable laws and ensure that their business activities are not prohibited by applicable laws. 5. 5 Merchants shall always hold all relevant licenses and permits for conducting the Merchant’s business, including any food safety laws and regulations. Merchants must immediately notify CMS (not more than one (1) hour after receiving the notice) if they become aware of any violation of their business or if the relevant authorities discover that their business violates any applicable laws. 5.6 Merchant represents and warrants to CMS that: (a) to the best of its knowledge, it has not received funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and Merchant has not transferred funds to or from illegal sources. To the extent that the Merchant becomes aware of any such transaction, the Merchant agrees to immediately notify CMS to suspend any such transaction and/or the Customer Account and/or the Merchant Wallet; (b) the information related to the products published on the CGW LCMs Food Platform complies with all legal requirements, including all information related to the protection and welfare of customers and any laws and regulations related to the sale of food; (c) the information provided by the Merchant to CMS is current and accurate and does not infringe any third party’s intellectual property rights; (d) the products provided, prepared and sold to customers are of merchantable quality and safe for consumption, and their storage, production and preparation comply with and will comply with all relevant retail, restaurant and food safety regulations and those imposed by CGW LCMs and any applicable laws; (e) all licenses required by current laws and regulations are in place and there are no ongoing criminal, bankruptcy or tax proceedings or other penalties pending in connection with the Merchant’s business operations; (f) data and/or information will not be solicited from customers or other parties on behalf of CMS and/or its affiliates in any manner without the prior written approval of CMS and/or its affiliates. 5.7 If any product is spoiled, defective, or causes food poisoning, overproduction or otherMerchant will bear full responsibility and/or legal liability for any such incidents and shall release and indemnify CMS from any claims, damages or losses in connection with such matters. 5. Person”) is not currently the subject of any sanctions imposed or enforced by the applicable government authorities of Malaysia (collectively, “Sanctions”), nor is the Merchant located, organized or resident in a country or region currently subject to Sanctions. Merchant shall not use the cgwlcmsFood Services in any manner that would cause any party to violate Sanctions. Merchant and its subsidiaries and affiliates have not knowingly entered into any transaction or dealing with any person or party, or in any country or region, who is or was the subject of Sanctions at the time of the transaction or dealing. 5.9 Merchant agrees that it and its affiliates shall conduct its business in compliance with applicable laws related to anti-corruption laws and shall not, directly or indirectly, take any action that may result in a violation of such laws, including, but not limited to, directly or indirectly offering, providing or promising anything of value to any government authority or government official that may result in a violation of any such laws. The operations of Merchant and its affiliates shall at all times comply with all material aspects of applicable laws related to anti-money laundering and financial record keeping and reporting requirements. 5.10 Merchant shall not: (a) decode or perform any reverse engineering of the systems of cms or cms food platform; (b) perform any operation that may cause Global shopping or cgwlcmsFood (c) perform any action intended to copy, replicate and/or steal information and/or data of cgwlcmsFood Services, Global shopping and/or customers. 5.11 Merchant agrees to participate in cgwlcmsFood's promotional and marketing activities, including co-sponsored activities ("Activities organized by Global shopping ("Promotions")"). If Merchant wishes to withdraw from participating in Promotions, Merchant shall notify CMS's customer service of its intention and complete the withdrawal form. Global shopping shall process withdrawal requests within fourteen (14) days of receipt of the completed withdrawal form. 5.12 Merchant shall be responsible for maintaining the confidentiality of any and all identification, passwords, personal identification numbers (PINs) or any other codes used to access the Merchant Wallet. Merchant shall be fully responsible for all activities that occur under its Merchant Wallet, even if such activities or use are not carried out by the Merchant. Global shopping shall not be liable for any loss or damage caused by the unauthorized use of Merchant credentials or the Merchant's failure to comply with these Terms.

6. cgwlcmsFood Co-funded Campaigns

If the Merchant participates in the Campaign, the Merchant’s contribution to the Campaign (“Contribution”) shall be based on each Net Sales recorded in the Global Shopping system. CMS shall notify the Merchant of its share of Contribution in the relevant Campaign by email or any other means determined by CMS in its sole discretion.

7. Fees and Taxes

7.1 In consideration for the cgwlcmsFood Services provided by Global Shopping, the Merchant shall pay Global Shopping a service fee (“Service Fee”) as stated in the cgwlcmsFood Merchant Registration Form. The Service Fee shall be charged for each Net Sales based on a successful transaction recorded in the CMS system. The Service Fee does not include any service and sales tax (SST), and the Merchant shall be responsible for any taxes charged by Global Shopping on the Service Fee. 7.2 The terms for settlement of transaction funds after deduction of the Service Fee, Contribution (if any) and other fees (if any) will be further specified in the Merchant SOP and may be changed by CMS at its sole discretion. 7.3 Unless otherwise provided by applicable law, the Merchant hereby authorizes Global Shopping and its affiliates to initiate debit or credit entries to the Merchant Wallet at any time by written notice to the Merchant for certain reasons, including the following: (a) to correct any errors in the processing of any transaction and or instruction provided by the Merchant to CMS, including but not limited to double payment; (b) CMS determines that the Merchant has engaged in any fraudulent or suspicious activities and or transactions; (c) in connection with any rewards or rebates; (d) in connection with any uncollected fees or contributions (if any); (e) in connection with the resolution of any transaction dispute, including any compensation due to or from the Merchant; (f) any other reasons related to any transaction determined by CMS in the future. 7.4 Global Shopping may modify the Service Fee, Contribution or any other applicable fees at its sole discretion, or include any additional fees at any time by written notice to the Merchant. 7. Taxes") and undertakes to pay all such taxes promptly. If the Merchant fails to pay the Taxes and CMS is required to pay such Taxes and (if applicable) any related penalties, CMS shall be entitled to recover such amounts paid by CMS.

8. Intellectual Property

8.1 Global Shopping and its licensors retain and shall retain all rights, title and interest in and to all copyrights, trademarks and other intellectual property rights therein and related thereto, except as expressly granted to the Merchant in the Agreement.8.2 The Merchant grants Global Shopping a worldwide, non-exclusive, royalty-free, non-transferable license only during the term of this Agreement to copy, use and display the materials licensed to the Merchant by or for the purpose of performing this Agreement. The Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights it uses or licenses to Global Shopping.8. 3 The Merchant represents and warrants that it owns or is the legal licensee of all intellectual property rights used under this Agreement, that there is no infringement or violation of any third party's proprietary rights or intellectual property rights, and that no other party will claim the same ownership of such intellectual property rights.8.4 All reports, specifications and other similar documents compiled or prepared in the course of this Agreement, including those related to cgwlcmsFood Documents, materials related to the Services and any derivative of any intellectual property rights granted by either party shall be the absolute property of the parties hereto throughout the preparation process and at any time thereafter. For the avoidance of doubt, all intellectual property rights subsisting in all reports, specifications and other similar documents set out in these Terms shall at all times belong to the relevant party. 8.5 Each party warrants to the other party that it will not use any of the other party's trademarks in connection with any marketing activities, including but not limited to promotional activities, without the other party's prior written consent. Notwithstanding the foregoing, Global shopping shall have the right to use the merchant's trademarks to promote the cgwlcmsFood Services and related promotional activities on all platforms in all media worldwide.

9. No Warranty

9.1 The cgwlcmsFOOD Services are provided "as is" without any representation or warranty of any kind, whether express, implied or statutory. Global shopping and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Global shopping does not have any control over the products paid for through the cgwlcmsFOOD Services. Global shopping Continuous, uninterrupted or secure access to any part of the food service is not guaranteed, and the operation of the Global shopping website may be temporarily suspended for maintenance or upgrades, or be interfered with by many factors beyond the control of Global shopping. Global shopping will use reasonable efforts to ensure timely processing of the cgwlcmsFOOD service, but Global shopping makes no representations and warranties as to the amount of time required to complete processing. 9.2 Global shopping is not responsible for any of the following: (a) any suspension or refusal to accept payments that Global shopping reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received containing incorrect or malformed information; (c) failure of hardware, software, mobile devices and or Internet connections to function properly due to (including but not limited to) viruses, outages or other forms of system disruption (such as unauthorized access by third parties); (d) any of the circumstances set out in clause 4.8. (a) any suspension or refusal to accept payments that CMS reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices and or Internet connections are not functioning properly due to (including but not limited to) viruses, interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any circumstances set forth in Section 4.8. (a) any suspension or refusal to accept payments that CMS reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices and or Internet connections are not functioning properly due to (including but not limited to) viruses, interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any circumstances set forth in Section 4.8. interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any circumstances set forth in Section 4.8.

10. Confidentiality and Personal Data

10.1 Each party shall keep confidential and shall not disclose to any person or use for its own or any other person’s benefit, directly or indirectly (except for the proper performance of its obligations under this Agreement), any Confidential Information disclosed, provided or otherwise made available to the Receiving Party by or on behalf of the Disclosing Party. “Confidential Information” means confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and trading conditions, details of customers, suppliers, debtors or creditors, information relating to the Disclosing Party or any of its officers, directors or employees, affiliates, marketing information, printed matter, rates and rate schedules, contracts, in whatever form, format or medium, whether machine readable or human readable, including in written, oral or tangible form and including information communicated or obtained by meeting, document, correspondence or inspection of tangible things. This clause shall not apply to any Confidential Information which, upon disclosure, provision or otherwise made available by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available except as a result of any breach by the Receiving Party. 10.2 The Receiving Party may disclose Confidential Information to (a) its directors and employees, provided that their duties would require them to have access to such Confidential Information, provided that the Receiving Party instructs such directors and employees to treat such Confidential Information as confidential and not to use such Confidential Information for any purpose other than the proper performance of their duties; (b) its external auditors, lawyers and professional advisors, the Recipient shall ensure that the persons to whom such information is disclosed are contractually bound by the provisions of these Terms and incorporate appropriate confidentiality provisions into their employment and other applicable contracts. 10.3 The Parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data relating to this Agreement. For the purposes of this Agreement, “3 The Parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data relating to this Agreement. For the purposes of this Agreement, "3 The Parties to this Agreement shall comply with their respective obligations as Data Users and Data Processors as required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data in connection with this Agreement. For the purposes of this Agreement, "Personal Data" means Personal Data having the meaning ascribed thereto, which is under the control of the Data User and which the Data Processor needs or is required to provide services for the performance of this Agreement; "Data Processor" means, in relation to Personal Data, any person (other than an employee of the Data User) who processes Personal Data solely on behalf of the Data User and does not process Personal Data for any personal purpose; and "Data User" means any person who alone or jointly or in common with any other person processes any Personal Data or controls or authorizes the processing of any Personal Data but does not include the Data Processor. 10.4 The confidentiality obligations under this Clause 10 shall survive termination of the Agreement and or until the Confidential Information enters the public domain.

11. Force Majeure

11.1 The Parties are exempted from all obligations and liability for delays in work caused by force majeure. "Force Majeure" means any unforeseeable, unavoidable event and or extraordinary circumstances beyond the reasonable control of the Parties, including but not limited to epidemics or pandemics (Coronavirus Disease 2019). (except for the pandemic of Covid-19), natural disasters, war, rebellion, invasion, sabotage, mass commotion, and the existence of government regulations in monetary matters that directly affect the performance of the Agreement. 11.2 Any party that is delayed or unable to perform its obligations under this Agreement due to a force majeure event shall notify the other party in writing as soon as possible after the occurrence of the force majeure event.

12. Termination

12.1 Each party may terminate this Agreement immediately in the following cases: (a) the other party files a petition for bankruptcy, becomes insolvent or makes any arrangement or composition or assignment for the benefit of its creditors, or appoints a receiver or manager of that party or its business, or that party goes into liquidation voluntarily (other than by reorganization or amalgamation) or compulsorily; (b) in the event of a material breach of this Agreement by the other party, or if the non-breaching party considers that the breach is capable of remedy and is given an opportunity to remedy, but the breach is not remedied within 30 (thirty) days from the date of notification of such breach by the non-breaching party; (c) Global shopping suspects any illegal conduct, illegal and or fraudulent conduct committed by the Merchant and or the Merchant’s employees or agents; (d) The other party breaches or fails to comply with any applicable law that could adversely affect the non-breaching party in any material respect, including any food safety or other regulations relating to restaurants and/or meals; (e) gives the other party 30 (thirty) days prior written notice for any or no reason. 12.2 Termination of the cgwlcmsFood Service shall not waive or restrict any liability of the Merchant or Global shopping arising prior to termination.