Seller Policy

SELLER’S TERMS AND CONDITIONS

1.   INTRODUCTION

• Pingo Sdn. Bhd. (formerly known as Duta Makmur Konsortium Sdn. Bhd.) (Company No. 201701040957 (1255130-M)), who is the owner and operator of the e-commerce platform known as “PINGO” ( hereinafter “PINGO”) allows its sellers to advertise, list, offer, sell or make available any of the products and/or services for their business that its buyers may purchase at its website (the “Site”) or its mobile device application (the “App”) (hereinafter, the Site and the App collectively referred to as the “Platform”) in accordance with the following Terms and Conditions of Use, and any other terms and conditions and private policy posted on the Platform (collectively, “Terms”).
• PINGO may at its sole discretion, amend these Terms at any time and the revised version will be effective immediately that it is displayed on the Platform. At the same time, PINGO will notify the Seller of such revision. By continuing to use the Platform, the Seller shall be bound by any revisions to these Terms.
• These Terms are issued in both the English and Chinese languages. In the event of any inconsistency between these two versions, the English version shall prevail.

2.   DEFINITIONS

• The following terms shall have the following respective meanings:

  • “Agreement” means the commercial terms as set out in this Seller’s Terms and Conditions , these Terms and any schedule and appendix hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time;
  • “Applicable Laws” means with respect to any person, any and all applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction and to which such person is subject;
  • “Business Day” means a day on which banks are open for business in Malaysia (other than a Saturday or Sunday or gazetted public holidays);
  • “Buyer”, means the person accessing or using the Platform or the Services or purchasing and/or redeeming the Merchant Offering (as defined below) from any of the Seller (as defined below) via the Platform and “Buyers” shall be construed accordingly.
  • “Commencement Date” means the date of the email notification sent by PINGO to the Seller to confirm the Seller’s successful registration of account at the Platform;
  • “Confidential Information” means all financial, business and technical or other data and all other confidential information (whether written, oral or in electronic form or on magnetic or other media) concerning the business of a disclosing party that a receiving party receives or accesses as a result of any discussions or dealings under this Agreement;
  • “Calendar Month” means the period commencing on the 1st day of each calendar month and ending on the last day of the same calendar month.
  • “Express Closing Dates” shall have the meaning ascribed to it as set out under Clause 10.9;
  • “Fees” means the fees payable by the Seller to PINGO and other charges as may from time to time be stipulated by PINGO in accordance with these Terms. For the avoidance of doubt, Fees shall include the Handling Fee and Transaction Fee;
  • “Force Majeure” means an event arising out of or caused by, directly or indirectly, beyond a party’s reasonable control, including, without limitation, strikes, lock-outs, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or the acts, decrees, legislation, regulations or restrictions of any government, shipping, postal or other relevant transport strike, failure or accidents and/or any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication services;

  • “Handling Fee” means the fees charged by PINGO to Seller upon a Successful Transaction completed on the Platform based on the product category as follows:

    Product Category	Detailed Category	Handling Fee
    Health and Beauty	All	5% of the Transaction Value
    Furniture and Home Decorations	All	5% of the Transaction Value
    Baby Products	All	5% of the Transaction Value
    Travel and Luggage	All	4% of the Transaction Value
    Apparel, Fabric, Jewelry and Watch	All	5% of the Transaction Value
    Food and Beverage	All	3% of the Transaction Value
    3C Electronic Product	All	3% of the Transaction Value
    Electronics and Accessories	All	5% of the Transaction Value
    Alcoholic Products	All	5% of the Transaction Value

  • “Merchant Offering” means the goods and/or services and/or promotions provided, supplied and offered by the Seller and/or the business information of the Seller and/or such other information of the Seller as listed on the Platform；
  • “Payment Term” means either the Standard Closing Dates or Express Closing Dates as selected by the respective Seller in respect of any Successful Transaction as set out in Clause 10 hereto;
  • “Seller” means the seller and/or vendor of the associated Merchant Offering and “Sellers” shall be construed accordingly
  • “Successful Transaction” shall have the meaning ascribed to it as set out under Clause 10.6;
  • “Standard Closing Dates” shall have the meaning ascribed to it as set out under Clause 10.8;
  • “Transaction” means the transaction effected between the Buyer and the Seller in consideration of Merchant Offerings purchased by Buyer;

  • “Transaction Fee” means the fees charged by PINGO to Seller for the payment gateway fees incurred upon a Successful Transaction completed on the Platform as follows:

    Standard Closing Dates	2% of the Transaction Value
    Express Closing Dates	4% of the Transaction Value

  • “Transaction Value” means the face value of Merchant Offering paid by the Buyer to the Seller in connection to any Transaction; and

3.   ACCOUNT AND SECURITY

• To participate as the Seller, the Seller is required to create a Seller account at the Platform in order to gain access to the use of any services, information and functions at the Platform (“Services”) that PINGO may establish and maintain from time to time and in its sole discretion.
• The Seller’s permission to use the Platform and/or the Services is conditional upon the Seller’s agreement that the Seller will provide accurate information when creating an account or registering with PINGO. PINGO has the absolute discretion to reject, approve, suspend or terminate the Seller’s creation of an account with PINGO and/or the Seller’s usage of the Platform and/or Services.
• Upon registration with PINGO, the Seller shall provide all information and supporting documents in relation to the Merchant Offerings as well as a copy of all necessary licenses, permits or approvals as required by the Applicable Laws in relation to the Seller’s business (if applicable), and other documents as may be requested by PINGO from time to time ("Seller Documents”). The Seller Documents are more specifically listed under Appendix 1.
• The Seller is solely responsible for the activity that occurs on the Seller’s account, and the Seller must keep its account password secure. PINGO shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, the Seller’s failure to comply with this section.
• The Seller must notify PINGO immediately of any breach of security or unauthorized use of its account. PINGO shall not be liable for any losses caused by any unauthorized use of the Seller’s account.

4.   CONDITIONAL USE OF THE PLATFORM AND SERVICES

• PINGO grants the Seller a non-transferable and revocable license to use the Platform and/or the Services, subject to these Terms. Any breach of these Terms shall result in the immediate revocation of the license granted herein with relevant notice to the Seller.
• PINGO is not liable for any loss or damage that the Buyer may suffer as a result of the publishing of inaccurate, misleading or fake information by the Seller or any omission of information. The Seller is solely responsible for the price and quality of its respective Merchant Offering, and compliance with law, including laws with respect to expiration dates.
• PINGO is not responsible for additional or different terms, conditions, limitations and restrictions that may be imposed by the Seller on the Merchant Offering. In the event that the Seller refuses to honour the Merchant Offering without cause or contrary to law or these Terms or for any reason whatsoever, the Buyer may have a recourse against the Seller and PINGO shall not be held liable for the Seller’s default. PINGO also reserve the right at its sole discretion, to cancel, terminate or alter any Merchant Offering at any time.

5.   MERE PLATFORM

• The Seller hereby acknowledges and agrees that the Platform is merely a platform which provides a place and opportunity for the sale and purchase of the Merchant Offering between a prospective Seller and a prospective Buyer. PINGO does not own, operate or control any of the Merchant Offering that is offered, supplied and/or operated by the Seller.
• In this connection, the Buyer is responsible to conduct his own due diligence with respect to whether the Merchant Offering offered or provided by the Seller is original, of merchantable quality, genuine and/or meets the specifications and conditions as prescribed by the Buyer.

• In particular but without derogation to the other provisions of these Terms, PINGO is not responsible or liable for any of the following:

  • The quality, safety, morality or legality of any aspect of the Merchant Offering listed on the Platform.
  • The truth or accuracy of the listings, the ability of the Seller to sell the Merchant Offering or the ability of Buyer to purchase for the Merchant Offering.
  • The accuracy of any listings of the Merchant Offering posted, featured or published on the Platform.
• Should the Buyers have any dispute, complaint and/or claim against with respect to the sale or purchase of any Merchant Offering listed on the Platform, the Buyer’s recourse is to initiate a claim against the relevant Seller. PINGO does not bear any responsibility and liability whatsoever for any transaction, arrangement and/or agreement entered between the Seller and the Buyer of the Platform.
• The actual contract for sale is directly between the Seller and the Buyer and PINGO is not a party to that or any other contract between the Seller and the Buyer and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods and warranty of purchase. PINGO is not involved in the transaction between the Seller and the Buyer.
• PINGO cannot guarantee continuous or secure access to the Services, and operation of the Platform may be interfered with by numerous factors outside of PINGO’s control. Accordingly, to the extent legally permitted, PINGO makes no representations or warranties of any kind with respect to the systems operated by PINGO or any software and hardware provided, or any part thereof, express or implied, and shall not be liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages which may be suffered or incurred by the Seller or the Buyer or any third party in connection with the use of the Platform including (without prejudice to the generality of the foregoing) any loss of profit in consequence of a breakdown in providing the Services or part thereof.

6.   TERM

• This term of this Agreement shall become effective on the Commencement Date, and shall remain in full force and effect for a period of one (1) year (“Term”) unless sooner terminated by the Parties in accordance with Clause 17 below.
• Upon the expiration of the Term, this Agreement shall be automatically renewed for a one (1) year period (“Renewal Term”) upon the same terms and conditions unless, at least thirty (30) days prior to the expiration of the Term, either party gives the other party written notice of its intent not to renew the Agreement. This clause shall apply, mutatis mutandis, for subsequent terms after expiry of the Renewal Term.

7.   PARTIES’ OBLIGATIONS

• PINGO shall be entitled and irrevocably authorised to carry out the following,:

  • to list and publish the details of the Merchant Offering based on the information provided by the Seller, subject always that PINGO shall be entitled, at its sole and absolute discretion, to amend, modify or reject the Merchant Offering (or the terms thereof);
  • to allow the Buyer to purchase the Merchant Offering on the Platform and/or review the Merchant Offering and/or the Sellers; and
  • to use commercially reasonable efforts to host and operate the Platform and shall maintain the functionality and availability of the Platform.

• The following shall be the Seller’s obligations:

  • to provide PINGO with all available information and materials relating to the Merchant Offering (including but not limited to the Seller’s operating hours and business address) to facilitate PINGO implementation of the listing of the Merchant Offering on the Platform;
  • to properly manage and ensure that relevant information such as the price, details and specifications of Merchant Offerings, inventory amount and terms and conditions for sale of Merchant Offerings are promptly updated on the Seller’s listing of Merchant Offerings on the Platform;
  • to ensure that any and all information and materials relating to the Merchant Offering is true and accurate;
  • to permit PINGO to use the name/logo/image/trademark(s) of the Seller for purposes of its marketing efforts on the Platform, marketing materials or in any other channel of communication via the internet or other medium. The Seller also agrees that where it has provided PINGO with the name/logo/image/trademark(s) belonging to any third party to be used by PINGO, the Seller has done so pursuant to the express written approval of/license from such third party;
  • to ensure that the Seller is not involved or engaged in the business or activities or the Merchant Offerings sold to Buyers containing articles which are prohibited or restricted under any Applicable Laws, including products listed under Appendix 2 below.
  • to honour the Merchant Offering;
  • to provide PINGO with updates, including but not limited to, the number of Merchant Offering purchased by the Buyer and all such other matters related or incidental thereto in such manner and in such form as may be prescribed by PINGO from time to time;
  • to do such acts and provide such information and documents as may be requested by PINGO from time to time.
• For the avoidance of doubt, the Seller shall be responsible to perform and observe all the obligations and conditions to be performed and observed by the Seller under its contract with the Buyer (including the Transaction for the Merchant Offering) and PINGO shall have no obligation of any kind whatsoever in relation thereto or be under any liability whatsoever in the event of any failure, loss, damage or injury caused or contributed by the Seller in performing such obligations. The Seller agrees to indemnify and hold PINGO harmless from all loss, costs, claims, damages or liabilities whatsoever arising out of the performance, non-performance and/or failure of performance of the Seller’s obligations under such contracts.
• The parties further agree that the Seller is the issuer of the Merchant Offering and shall be fully responsible to honour the Merchant Offering and further that the Seller shall be fully responsible for any and all loss, injuries, illness, damages, claims, liabilities and costs suffered by or in respect of any Buyer, caused in whole or in part by the Seller or the Merchant Offering.

8.   PURCHASE AND PAYMENT

• The Seller is entitled to impose the Merchant Offering details and review information such as price, option, price, charges, and such other terms and conditions for the Merchant Offering.
• Once the purchase of the Merchant Offering is confirmed and completed upon successful payment of the same by the Buyer, an email notification will be issued to the Buyer, thereafter the Merchant Offering will be arranged for delivery by PINGO’s Logistics Partner (as defined below) in accordance with the Terms.
• Notwithstanding the expiry or earlier determination of this Agreement, the Seller shall continue to honour and allow any and all Merchant Offering issued on or prior to the date of expiry or determination of this Agreement.
• PINGO takes no responsibility and assume no liability for any loss or damages arising from Merchant Offering information and/or the Seller’s inability to process the Buyer’s purchase and/or payer information entered by the Buyer or wrong remittance by Buyer in connection with the payment for the purchase. PINGO reserves the right to check whether the Buyer is duly authorized to use certain payment method, and may suspend the transaction until such authorization is confirmed or cancel the relevant transaction where such confirmation is not available.

9.   REPRESENTATIONS, UNDERTAKINGS AND WARRANTIES

• The Seller represents, undertakes and warrants to PINGO that:

  • it is a company duly organised, validly existing and in good standing under the laws of its place of incorporation. The Seller has the power and authority to perform its obligations under this Agreement; the execution, delivery and performance by the Seller of this Agreement has been duly authorised by all necessary company action, and does not and will not contravene the terms of the Seller’s organisational documents, conflict with, or result in any breach or contravention of, any contractual obligation to which the Seller is subject to or any order, injunction, writ or decree of an governmental authority to which the Seller or its property is subject to or violate any requirement of Applicable Laws;
  • it shall not directly or indirectly, offer or provide any improper or corrupt payments, gifts or things of value to any person; and shall comply at all times with the anti-corruption/anti-bribery and anti-money laundering laws and regulations of all applicable jurisdictions which it operates in;
  • the Merchant Offerings sold to Buyers do not contain articles which are prohibited or restricted under any Applicable Laws, including products listed under Appendix 2 ;
  • it has relied upon its own judgment in entering this Agreement, after receiving legal and financial advice, and no inducements, representations or warranties, other than those expressly set forth in this Agreement have been given in respect of the Platform;
  • it shall inform PINGO in writing immediately of any changes that could affect this Agreement;
  • no additional charges of any type shall be imposed on the Buyer resulting from or incidental to the purchase of the Merchant Offering from the Platform save with PINGO’s express written consent;
  • it shall provide to PINGO all the documents as listed under Appendix 1 (if applicable);
  • all information provided by the Seller are accurate, complete, correct and without material omission;
  • all data and information provided by the Seller to PINGO shall be provided and disclosed in compliance with all Applicable Laws; and
  • it shall immediately notify PINGO if it intends to cease operation in any of the Seller’s business outlets.
• The Seller hereby undertakes and warrants that all representations, warranties and undertakings under this Clause 9 will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, the Seller will promptly inform PINGO of the same and rectify the situation to the satisfaction of PINGO, without prejudice to any other rights or remedies entitled to PINGO.

10.   FEES AND PAYMENT

• The Seller shall be liable to make payment for the Fees due to PINGO arising from this Agreement in accordance with the provisions herein.
• In consideration of subscribing and using the Services provided by PINGO, the Seller shall pay the Fees and other charges as may be otherwise stipulated by PINGO in accordance with the Terms.
• PINGO, at its sole and absolute discretion, may at any time vary the Fees, and/or advise the Seller of any additional fees or charges by providing prior notice to the Seller in the manner prescribed under Clause 19.1 below.
• For the avoidance of doubt, the Fees and charges payable by the Seller under this Agreement are exclusive of any taxes, duties or government levies.
• The Seller hereby authorizes PINGO to collect the payment of each Transaction from the Buyer on behalf of the Seller. All payments by the Buyer shall be made by using the various payment methods made available on the Platform.

• The parties agree all the following conditions shall be fulfilled in order for the transaction to be deemed a “Successful Transaction”:

  • the Merchant Offering was successfully sold through the Platform to the Buyer, and;
  • the Buyer has duly acknowledged and confirmed, at the Platform, that delivery of the Merchant Offering is completed, or there is no dispute made by the Buyer in respect of successful delivery of the Merchant Offering for three (3) days after confirmation of successful delivery of the Merchant Offering by PINGO’s Logistics Partner (as defined below), as the case may be; and
  • such other conditions as may be prescribed by PINGO from time to time at its sole and absolute discretion in a separate terms and conditions (if any) for the respective Merchant Offering.

  What constitutes a Successful Transaction shall be determined by PINGO in its absolute discretion. For the avoidance of doubt, if any of the above described requirements are not met, a Transaction is not confirmed and shall not be deemed a Successful Transaction and PINGO is under no obligation to pay the Seller any amount in respect of that transaction.

• Subject always to a Successful Transaction, PINGO shall remit to the Seller’s bank account the Transaction Value of the respective Transaction less the applicable Handling Fee and Transaction Fee in accordance with clauses 10.8 to 10.10 of these Terms (“Seller Payment”).

• The Seller Payment payable by PINGO to the Seller shall be remitted to the Seller’s bank account twice in a Calendar Month and no later than seven (7) Business Days from the following closing dates as prescribed by PINGO (“Standard Closing Dates”) in the manner as set out below:

  Standard Closing Dates	Successful Transaction
  a) 1st day of each Calendar Month	Successful Transaction from the 15th to the last day of the preceding Calendar Month
  b) 15th day of each Calendar Month	Successful Transaction from the 1st to 14th day of the same Calendar Month

• Subject to the terms and conditions of this Agreement, the Seller may be entitled to submit a request for a withdrawal of the Seller Payment at any date in any applicable Calendar Month (“Express Closing Dates”). The Seller may submit to PINGO the Seller’s preferred Express Closing Date through the Seller’s account at the Platform (“Express Closing Request”). Subject to PINGO agreeing to the Express Closing Request, which PINGO may agree to with the imposition of conditions, the Seller Payment payable for purposes of the Express Closing Request shall be calculated based on Successful Transaction that have taken place as at the last applicable Standard Closing Date up to the Express Closing Date in the applicable Calendar Month. The Seller Payment for the Express Closing Request shall be remitted to the Seller’s bank account no later than seven (7) Business Days from the Express Closing Date.

• For the avoidance of doubt, the calculation of the Seller Payment are illustrated in the following examples:

  Example 1

  Product	Product Category	Transaction Value	Withdrawal Date
  Milk	Food and Beverage	RM100	Standard Closing Dates

  Seller Payment = Transaction Value – Handling Fee – Transaction Fee = RM100 – (RM100 x 3%) – (RM100 x 2%) = RM95

  Example 2

  Product	Product Category	Transaction Value	Withdrawal Date
  Lotion	Health and Beauty	RM100	Express Closing Dates

  Seller Payment = Transaction Value – Handling Fee – Transaction Fee = RM100 – (RM100 x 5%) – (RM100 x 4%) = RM91

• Save and except for any clerical and/or manifest error, PINGO’s calculation of the Seller Payment shall be final and binding on the Seller and shall not in any way be disputed by the Seller.
• Any payment made by PINGO to the Seller shall be without prejudice to any claims or rights which PINGO may have against the Seller.

11.   SELLER INTRODUCER PROGRAM

• Seller who successfully makes the first introduction or referral of another Seller to subscribe to the Platform may be eligible to receive a referral fee from PINGO (“Eligible Seller Introducer”), the amount of which shall be determined by PINGO in its sole and absolute discretion, subject always that the Seller has at all times, remained compliant with these Terms (“Seller Introducer Program”).
• For the avoidance of doubt, what constitutes an Eligible Seller Introducer shall be determined by PINGO in its sole and absolute discretion.
• PINGO reserves the rights to introduce the Seller Introducer Program (individually or collectively) at intervals of its choice. PINGO may, at its sole discretion, at any time and without prior notice to the Seller, withdraw, modify, suspend, revoke or cancel the Seller Introducer Program.

12.   RATINGS AND REVIEWS

• The Buyer may submit to the Platform any questions, ratings, reviews, communications, comments, texts, photographs, videos, sound, music, graphics, suggestions, ideas, code or any other data or materials pertaining to the Merchant Offering (collectively, “Content”).
• The Seller acknowledges that PINGO shall not be liable for any damages resulting from any breach by the Buyer from any harm resulting from the Buyer’s submission of Content. PINGO does not represent or warrant that any Content submitted by the Buyer is accurate, and or that it is free from mistakes, omissions, falsehoods, defamation, obscenity, pornography or profanity, any breach of law or interference with the rights of a third party. The Seller acknowledges that all the positive or negative reviews on the Platform shall be treated as equal. Any Content on the Platform is the Buyer’s personal experience and PINGO shall retain such Content on the Platform provided that such Content does not violate any of PINGO content policy.
• The Seller understands that the Platform is public and that PINGO may use, modify, edit, delete or republish such Content in such manner or medium as may be determined by PINGO in its sole discretion.

• For the avoidance of doubt, PINGO shall have the right, but not the obligation, to pursue any one or more of the following actions with regard to the submission of Content by the Buyer via the Platform:

  • to monitor or review the submission of Content;
  • to remove or refuse to post any Content within the Platform that PINGO deems, in its sole discretion, which violates the submission guidelines as may be prescribed by PINGO; and
  • to suspend or terminate the access to the submission of Content on the Platform as PINGO deems appropriate in the circumstances.
• Provided that the Content does not violate any of PINGO content policy, PINGO reserves its right, and at its sole discretion, to maintain any negative Content pertaining to the Merchant Offering unless it is proven otherwise by the Seller in writing to PINGO that the Content contains mistakes, omissions, falsehoods, defamation, obscenity, pornography or profanity, any breach of law or interference with the rights of a third party.

13.   PROMOTIONAL EVENTS

• PINGO may also, at its sole discretion, from time to time offer various promotions in any form as it deems appropriate to the Buyer to create, encourage and sustain Buyer’s interest in the Merchant Offering (“Promotion”).
• PINGO reserves the rights to introduce the Promotion (individually or collectively) at intervals of its choice. PINGO may also provide separate terms and conditions governing each one of its Promotion. While choosing to participate in the Promotion, the Seller is, apart from these terms, requested to peruse and understand the separate terms which governs each individual Promotion. Under certain circumstances, PINGO may, at its sole discretion, at any time and with prior notice to the Seller, withdraw, modify, suspend, cancel or delete all, or a part of the Promotion or the terms and conditions governing such Promotion.

14.   DELIVERY

• The delivery of the Merchant Offering to respective Buyers in connection to any Transaction shall be subject to a separate delivery policy of the respective Merchant Offering and such other procedures as may be determined by PINGO from time to time, in its sole and absolute discretion (“Respective Delivery Policy”).
• PINGO, through its designated third party logistics service providers (“PINGO’s Logistics Partner”), will provide delivery services to the Seller, in accordance with the terms and conditions under the Respective Delivery Policy. The Seller shall fulfil the order through and cooperate fully with PINGO’s Logistics Partner to carry out the delivery services. PINGO shall not be liable to the Seller for any losses suffered, in the event the Seller does not fulfil the order using PINGO’s Logistics Partner.
• PINGO may use any method or route to perform the delivery of the Merchant Offering to the respective Buyer, including to sub-contract all or part of the delivery of the Merchant Offering to the respective Buyer to any sub-contractor which PINGO deems appropriate.
• Unless otherwise provided in these Terms, the Buyer shall be responsible for all costs incurred for shipping the Merchant Offering and where applicable, the Buyer shall be responsible for payment of all delivery fees, customs duties, taxes and any other charges related to the shipping and custom clearance of Merchant Offerings. Any costs assessed against or incurred by PINGO in relation to shipping and customs clearance shall be payable by the Buyer.
• The total liability of PINGO to the Buyer in the event there is any loss or damage to the Merchant Offerings which are the subject of delivery by PINGO’s Logistics Partner and where PINGO is responsible for the risk, shall be only limited to the Transaction Value of such Merchant Offering.
• In the event that there is any loss or damage to the Merchant Offerings which are subject of delivery by PINGO’s Logistics Partner, where such loss or damage is caused by the Seller’s instructions, the Seller’s failure to comply with these Terms or the Respective Delivery Policy, related to the decay of perishable Merchant Offerings, or otherwise directly or indirectly caused by the Seller or its agents or contractors, PINGO shall not be liable for any such loss or damage.

15.   RETURN, REPLACEMENT OR REFUND

• The return, replacement or refund of the Merchant Offering (or any part thereof) shall be subject to a separate refund policy of the respective Merchant Offering and such other procedures as may be determined by PINGO from time to time, in its sole and absolute discretion (“Respective Refund Policy”). PINGO shall not be liable for any matter arising from or incidental to the return, replacement or refund of the Merchant Offering.
• Subject to the Respective Refund Policy the Buyer may submit an application for return, replacement or refund of the purchased Merchant Offering to PINGO. Any monies to be refunded pursuant to a successful application shall be subject to a deduction such administrative charges as may be imposed by PINGO, from time to time, in its sole and absolute discretion or such other charges as may be imposed by any third party.
• In connection hereto, when PINGO receives an application from Buyer for return, replacement or refund of the purchased Merchant Offering which does not fall within the Respective Refund Policy, PINGO will notify the Seller in writing. Should there be any dispute or conflict arising from or incidental to the return, replacement or refund of the Merchant Offering, you shall communicate and negotiate with the Buyer directly to resolve such dispute or conflict. The Seller may respond to the Buyer’s application according to the steps provided by PINGO in the written notification.
• The Seller must respond within the time-frame stipulated in the written notification (the “Stipulated Period”). Should PINGO not hear from the Seller within the Stipulated Period, PINGO will assume that the Seller has no response to Buyer’s application and will proceed to assess the Buyer’s application without further notice to the Seller.
• PINGO will review each Seller’s response on a case-by-case basis and, in its sole discretion, determine whether the Buyer’s application may be successful against the circumstances stated by the Seller. The Seller agrees to be bound by PINGO’s decision and shall comply with all directions and instructions issued by PINGO.

16.   CONFIDENTIALITY AND DATA PROTECTION

• The parties agree and undertake to preserve and maintain in confidence all Confidential Information received from the other party except to the extent such information is public knowledge or becomes public knowledge other than by breach of this Agreement.

• The foregoing obligations shall not apply to any Confidential Information which:

  • is or becomes generally available to the public through no action by the receiving party or its representatives in violation of this Agreement;
  • was known to the receiving party or becomes available to the receiving party, on a non-confidential basis, from a source other than the disclosing party which is not known to the receiving party to be prohibited from disclosing such information by a contractual or legal obligation of confidentiality;
  • is disclosed with the disclosing party’s prior written consent;
  • is independently developed by personnel having no access to the Confidential Information or otherwise independently obtained by the receiving party; and
  • is required to be disclosed by law, court order, government directive or guidelines or where otherwise so required by any relevant authorities provided that the receiving party promptly notifies the disclosing party in writing of such demand for disclosure so that the disclosing party may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.
• Each party shall establish, implement and maintain a security programme that protects the data provided by the other party (if any) and that includes all appropriate administrative, physical, procedural and technical information security safeguards to protect the other party’s data from accidental, unauthorized or unlawful destruction, alteration, modification, access, disclosure or loss.
• The rights and obligations under this clause shall survive the expiration or termination of this Agreement.

17.   TERMINATION AND WITHDRAWAL

• Either party shall be entitled to terminate this Agreement by providing two (2) months written prior notice to the other party without assigning any reason whatsoever.

• PINGO may unilaterally and immediately terminate this Agreement and restrict your use of the Services by written notice to the Seller upon the occurrence of any of the following:

  • the Seller commits a breach of this Agreement which shall not be capable of remedy;
  • the Seller commits a material breach of this Agreement and fails to remedy the same within fourteen (14) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
  • the Seller enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction arrangement with its creditors or have a receiver appointed in respect of all or any part of its assets or takes or suffers any similar action in consequence of debt;
  • such termination is necessitated by any order or directive from any lawful, regulatory, governmental or statutory authority having jurisdiction over the matters herein;
  • such aforementioned directive or regulation expressly prohibits either party from performing its obligations under this Agreement;
  • the Seller ceases or threatens to cease carrying on its business; or
  • both parties agree to a mutual termination.
• The expiry or earlier termination of this Agreement shall be without prejudice to and shall not affect any pre-existing liabilities of either party and shall not relieve either party of those obligations that by their nature shall survive such expiration or termination, including but without limitation to Merchant Offering purchased by the Buyer prior to termination of this Agreement.
• Upon termination of this Agreement, the Services provided by PINGO to the Seller shall be terminated with immediate effect and the Seller shall not be allowed to advertise, list, offer, sell or make available any of the Merchant Offering on the Platform.

18.   INDEMNITY

• The Seller agrees to defend, indemnify (and keep indemnified) and hold PINGO and its affiliates, and their agents, directors, officers, employees, successors and/or assignees, harmless from and against any claims, liabilities, damages, costs, judgments, losses or expenses (including reasonable legal fees on a full indemnity basis), arising out of or in connection with:

  • The Seller’s violation or breach of any terms, conditions, representations and warranties of this Agreement, including warranty with respect to the merchantable quality of the Merchant Offering or any Applicable Laws, including any local laws or ordinances, whether or not referenced herein; and/or
  • PINGO’s enforcement or attempt to enforce the obligations of the Seller; other than where any such claim, liabilities, damages, costs, judgments losses or expenses arises solely as a result of PINGO’s negligence.
• Notwithstanding any other provision herein, it is agreed that neither party shall be liable to the other party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect, special or consequential loss or damage suffered or flowing from this Agreement, even if reasonably contemplated or if such other party has been advised of the possibility of such loss or damage.
• The rights and obligations under this clause shall survive the expiration or termination of this Agreement.

19.   NOTICES

• The Seller hereby consent to all notices and other communications which are required under these Terms can be given by PINGO in any one of the following manners:

  • By ordinary post to the Seller’s last known address in PINGO’s records and such notification shall be deemed received two (2) days after posting;
  • By electronic mail to the Seller’s last known email address in PINGO's records and such notification shall be deemed received twenty-four (24) hours after sending;
  • By being displayed on the Platform and such notification shall be deemed effective upon such display;
  • By notification in whichever form as PINGO deems fit to the Seller’s account on the Platform; or
  • By notification to the Seller in any other manner as PINGO deems fit.

• Any notice to be given to PINGO shall be in writing and shall be delivered by hand or by prepaid, registered or recorded delivery post or by electronic transmission to the following address and/or email address:-

  Address : 23, Plaza Danau 2, Jalan 1/109F, Taman Danau Desa, 58100 Kuala Lumpur

  Email : enquiry@pingo.shopping

20.   FORCE MAJEURE

• Neither party shall be liable to the other party or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that party’s obligations under this Agreement, if the delay or failure was due to a Force Majeure, provided that such party shall:

  • as soon as practicable, serve on the other party written notice thereof specifying the particulars of the Force Majeure event, the extent to which such party is unable to discharge or perform its obligations, the cause(s) for the inability of such party to perform or discharge its obligations and the estimated period during which such party is unable to perform or discharge its obligations; and
  • where applicable, promptly take and continue to take all action within its powers to minimise the duration and effect of the Force Majeure event on such party.
• The party that may invoke this Section shall use commercially reasonable efforts to reinstate its ongoing obligations to the other party as soon as practicable.

21.   MISCELLANEOUS

• This Agreement constitutes the entire agreement between the parties concerning its subject matter.
• The Seller is an independent contractor and is not an agent, representative, joint venturer, partner, employee, publisher, distributor or endorser of PINGO. No fiduciary relationship exists between PINGO and the Seller.
• This Agreement will inure to the benefit of PINGO, its successors and assigns and may be transferred by PINGO to any party without the Seller’s prior approval upon notice to the Seller. This Agreement is personal to the Seller and it shall not, without the prior written consent in writing of PINGO, assign, novate or otherwise deal with the whole or any part of this Agreement or its rights or obligations hereunder.
• A delay or failure of any party to exercise any right or remedy pursuant to this Agreement will not operate as a waiver or the right or remedy and a waiver of any particular breach will not be a waiver of any other breach. All rights and remedies under this Agreement are cumulative and the exercise of one right or remedy will not limit the exercise of any other right or remedy.
• This Agreement is governed by and construed in accordance with the laws of Malaysia, the courts of Malaysia shall have exclusive jurisdiction over any disputes hereunder.

22.   INTEGRAL PART OF THESE TERMS

• The Parties hereby acknowledge that the Respective Delivery Policy and the Respective Refund Policy and all other policies that may be prescribed by PINGO from time to time shall constitute an integral part of these Terms.

APPENDIX 1

• Copy of SSM Certificate of Incorporation and Company’s Constitution (if any)
• Copy of SSM Form pursuant to Section 58 (Notification of Change in the Register of Directors, Managers and Secretaries)
• Copy of SSM Form pursuant to Section 78 (Return of Allotment of Shares)
• NRIC/passport copy of the sole proprietor/partners/directors of Seller
• Latest 3 months bank account statements of the Seller (all relevant bank account details including name of account holder and account number should be clearly identifiable)
• Copy of the Seller’s brand logo
• Copy of business licence if the Seller’s business is of regulated business type under the Applicable Laws (if applicable)
• Copy of Halal Certification (if applicable)
• Copy of MITI Import/Export License (if applicable)
• Copy of any other relevant certification and/or licenses related to the Seller’s business/Merchant Offering
• Any other document/information/item as may be requested/prescribed by PINGO

Note: Additional requirements may apply for certain applications, regions, business types and etc. Please ensure that all the above requested documentation is complete, before submitting an application.

APPENDIX 2

• Products that promote hatred, violence, racial or religious intolerance
• Artefacts and antiquities
• Drugs, narcotics, prescription-only medicines, pharmacy-only medicines, drug-like substances and associated paraphernalia
• Human parts, organs, human remains and related products
• Animal and wildlife products, including live animals and insects, items made from endangered or exotic animals
• Government or police related items such as badges, insignia or uniforms
• Pornographic content, products and material
• Weapons, guns, arms, firearms, military arms, ammunition, weapons such as pepper spray, replicas, stun guns and related products
• Tobacco and/or tobacco related products
• Publications, books, films, videos, video games and/or related products that do not comply with the laws of Applicable Laws in the country of sale and/or delivery
• Telecommunication equipment that has not been registered with the Malaysian Communications and Multimedia Commission (MCMC), and electronic surveillance equipment and other similar electronic equipment such as cable TV, de-scramblers, radar scanners, traffic signal control devices, wiretapping devices and telephone bugging devices
• Hazardous and dangerous material
• Food items and products that are hazardous to health
• Stocks, currencies and securities, including without limitation, digital currency or credits and stored value cards
• Transfer from one person to another of personal credit, debit and any type of payment card details
• Moneylender services, vehicle pawning and ‘sambung bayar’ schemes
• Fake identification documents
• Pesticides
• Recalled items
• Stolen goods or potentially stolen goods
• Items and/or products related to gambling
• Listings containing information or details related to Multi-Level Marketing programs, Get-Rich-Quick schemes, Pyramid selling schemes, Fast cash schemes and Commission-only schemes
• Potentially infringing items, including without limitation, replicas, counterfeit items and unauthorized copies of a product or items which may be in violation of copyrights, trademarks or other intellectual property rights of any other third parties
• Software except in the circumstances where the registered owner of the software provides authorisation to do so
• Items and/or products related to campaigns, elections, political issues, or issues of public debate; advocate for or against, or attack a politician or political party; and promote or encourage any form of hate, crime, prejudice, rebellion or violence
• Obscene, seditious or treasonous materials
• Items which have been determined by any governmental or regulatory authority to pose a potential health or safety risk to the public
• Prohibited or restricted items under any Applicable Laws including without limitation items that contain components that are illegal or restricted or which otherwise encourages illegal or restricted activities
• Any other document/information/item as may be requested/prescribed by PINGO

Note: The list stated above is non-exhaustive and PINGO reserves the right to impose any additional restrictions and prohibitions under this Appendix 2.