General Terms Agreement 

ACCEPTANCE

Any person who wants to access the Platform and use the Services to sell Products must accept the terms and
conditions of this Agreement ("Terms") without change.


COLLECTR reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, the Schedules and Annexes, and any fees, procedures, policies governing the Services, the Platform or Supplier Centre. These changes will take effect immediately from posting on the Platform, Supplier Centre or otherwise. Changes to fees and Policies may be posted without notice. Supplier is responsible for reviewing on a regular basis this document and associated documents. Supplier's continued use of the Services, the Platform and/or Supplier Centre following the changes taking effect will constitute Supplier's acceptance of such changes and if Supplier does not agree to any changes to these Terms or to the Policies, Supplier must discontinue the use of the Services, the Platform and Supplier Centre (except to the extent required herein) and the Agreement will be terminated. For the avoidance of doubt, newer versions of the Terms and/or Schedule(s) supersede older versions. Use of the Services, the Platform and Supplier Centre is limited to parties that can enter into and form contracts under applicable laws. You represent and warrant that: i) you are an adult of at least 18 years of age capable of validly entering into the Agreement and performing your obligations hereunder; ii) where you are a business, that a) you are, and will remain at all times, a business duly organised, registered, validly existing and in good standing under the laws of the country in which the business is registered; b) you have all requisite right, power and authority to enter into the Agreement and perform your obligations hereunder; and c) any information provided or made available by you or your Affiliates is at all times accurate and complete. You further represent and warrant that you and any person or entity that has a financial interest in your business, or any person or entity you are acting on behalf of: a) has no affiliation with any COLLECTR employee which may result in a potential or actual conflict of interest; b) has not been barred or otherwise prevented from selling on COLLECTR; or c) has not been involved in any lawsuit or claim that has a bearing on the Agreement.

DEFINITIONS


Unless the context otherwise requires, capitalised terms and expressions used in this Agreement and not otherwise
defined shall have the meanings described below.


Activation Date

Means the target date for Activation.


Activation

Means the actual activation by COLLECTR of Supplier Products in the COLLECTR shopping platform.

Affiliate” 

Means a Person that directly or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, another Person (and, for the purpose of the foregoing,“control” (including the terms “controlling”, “controlled by”, and under “common control with” means the possession, direct or in direct, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, or by contract).

Applicable Law

Means applicable laws, statutes, decrees, decree-laws, acts, codes, legislation, treaties, conventions and similar instruments and, in respect of any of the foregoing, any instrument passed in substitution thereof or for the purposes of consolidation thereof with any other instrument or instruments, in each case, as amended, modified, varied
or supplemented from time to time, (ii) applicable final judgments, orders, determinations or awards of any court from which there is no right of appeal or if there is a right of appeal such appeal is not prosecuted within the allowable time, and (iii) applicable orders, guidelines, notices, guidance, rules and regulations of any state or government or any government entity.

Artist

Means a person who is able by virtue of imagination and talent or skill to create works of aesthetic value.

Customer Data

Means data, in whatever form, owned, held and/or controlled by Supplier or a Supplier Affiliate which is made available to COLLECTR or is otherwise created, collated or collected and/or accessed by COLLECTR in connection with this Agreement including Personal Data.

Business Day

Means any day other than Saturday or Sunday, when banks are open for normal banking business in Kuala Lumpur, Malaysia.

COLLECTR

Means collectively, Collectr Ltd. (UK), Collectr Sdn Bhd (Malaysia)and Collectr Intellectual Properties Sdn Bhd (Malaysia)

COLLECTR App

Means the COLLECTR shopping platform application for mobile devices.


COLLECTR Commission Fee

Means the fee deducted off the retail price of any product listed on the COLLECTR platform as per Clause 4.1 of the Supplier Agreement.

COLLECTR Conditions of Use

Means the conditions of use of the COLLECTR website and app, as described in document reference CO-CoU01.00.

COLLECTR Products and Related Services

Means the COLLECTR shopping platforms in the form of a mobile application and a web browser, and their associated COLLECTR Services such as (but not limited to) payment system, logistics operations, delivery system, customer care, marketing activities, related to making available the Products in accordance with theAgreement.

COLLECTR Services

Means the use COLLECTR applications for mobile, or use software provided by COLLECTR in connection with any of the foregoing.

COLLECTR Software

Means any software (including any updates or upgrades to the software) and any related documentation made available in connection with COLLECTR Services.

COLLECTR Privacy Notice

Means the COLLECTR privacy terms as described in document reference CO-PN01.00
 

Confidential Information

Means all information and data which are marked “in commercial confidence” or otherwise designated as confidential which are contained in or discernible from any form whatsoever (including without limitation electronic data or database, drawings, films, documents and computer readable media) and disclosed by one Party to the other, whether before or after the date of the Agreement, including but not limited to:

  • any commercial, financial, technical information and data relating to a Party’s business affairs, products and services, knowhow, design rights, trade secrets market opportunities and plans or intentions communicated in documentary or digital form, electronically or otherwise to the receiving Party through the employees, consultants or advisers of the disclosing Party; and

  • any such information of the nature described in above disclosed orally and identified as confidential at the time of disclosure; in all cases whether encrypted or not and including all copies of the above on any media (including electronic media) whatsoever.


Data Protection Laws

Means all Applicable Laws pertaining to privacy, confidentiality and/or the protection of Personal Data or corporate data.

Direct Loss

means any Loss (but specifically excluding internal management time) properly characterised as direct (and not consequential or special) under Malaysia laws, including direct loss of revenue and the loss of goods, rendering the goods damaged and consequently unfit for sale.

Event of Force Majeure

Means an event that either:

(a) is not reasonably foreseeable; or

(b) is beyond the reasonable control of the affected Party.

In either case, as to which the affected Party cannot prevent or overcome, and prevents total or partial performance of the obligation(s) of the affected Party, and is not the fault or negligence of the affected Party. Such an event includes, but shall not be limited to, act of God, flood, fire or other elements of nature, war, riot, civil disorder, terrorism, malicious damage; accident, breakdown, delay or unavailability of goods or services provided by a third party (including subcontractors of the affected Party) equipment or services due to anEvent of Force Majeure, third party (including subcontractors of the affected Party) strikes or lockouts and the unforeseeable action or inaction of any court or other governmental body;

Fulfilment Service

Means short term storage of Supplier Product in COLLECTR’s guarded logistics facility.

Governmental Agency

Means any government or governmental, semi-governmental or judicial entity or authority including any self-regulatory organisation established under statute exercising executive, legislative, judicial, taxing, regulatory or administrative functions.

Hazardous Condition

Means any condition that may endanger or degrade any component of the COLLECTR Products and Related Services, as determined by COLLECTR, and which is not a Problem.

Indemnified Parties

Means collectively Party A’s Indemnified Parties and the COLLECTR Indemnified Parties.

Indemnified Party

means where the context so requires, any of Party A’s Indemnified Parties or as the case may be, any of the COLLECTR Indemnified Parties.

Indemnifying Party

Means COLLECTR, in the case of claims made under Clause 9 of the Supplier Agreement.

Intellectual Property Rights

IPR

Means all current and future copyright, patents, trademarks or rights in database, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices, methodologies, confidential information and all other intellectual property rights and applications for any of those rights capable of protection anywhere in the world.

 

Late Payment Interest

Means if a Party fails to pay an amount required to be paid under this Agreement when it is due, that Party must pay interest on the due amount from and including the due date for payment up to and including the date of actual payment, at the rate per year in accordance with the Malaysia Bank Negara BLR.

Liability

means liability for breach of contract, negligence, breach of statutory duty and/or other tort, any liability in relation to any indemnity and any other liability howsoever arising.

LIBOR

Means in relation to any period and amount in respect of which an interest rate falls to be determined pursuant to this Agreement, the offered rate appearing on page LIBOR01 (or its successor or replacement page) of the Reuters Screen for US dollars for the specified period at 11am on the relevant quotation date therefor.


Loss

Means any overdue and unpaid amounts under or in connection with this Agreement, any cost, expense, claim proceeding, action, compensation, damages, liability, (including reasonable legal fees and other litigation expenses), death, personal injury and any damage to property.

Original Artwork

Means any work considered to be an authentic example of the works of an Artist, rather than a reproduction or imitation.

Original Art Content

Means in a work of art what is being depicted and might be helpful in deriving a basic meaning. It appears in the visual arts in several forms , all of which may be figurative or abstract, such as portraits, landscapes, still-life, genre art, and narrative art.

Person

Means a natural person, company, corporation, firm, partnership, co-operative company, unincorporated or incorporated association, government, state, statutory authority, foundation and/or trust.


Personal Data

Means any data or information which relates to an individual and all other data and information to which Data Protection Laws apply.

Personnel

Means officers, employees, agents and contractors of that Party.


Platform

Means the COLLECTR App for mobile devices and the COLLECTR website.

Product

Means the goods uploaded onto the COLLECTR Platform by aSupplier and made available for sale to Customers.
 

Recipient

Means in respect of an item of Confidential Information, the Party receiving that item of Confidential Information.

Retail Price

Means the Supplier price for an individual Product made available for sale to Customers on the Platform.

Service Terms

means the guidelines, terms and agreements applicable to the COLLECTR Services.

Spot Rate

Means the Interbank Spot Middle Rate (Buy) between Euros andUnited States Dollars at 12:00 noon of the relevant day as published by Reuters.

Supplier Net Revenue

Means the monies paid by COLLECTR to Supplier, corresponding tothe retail price of a Product, less the COLLECTR Commission Fee.

Taxes

Means all taxes, levies, duties, imposts, costs, charges, and registration fees, withholdings, deductions or any charges of equivalent effect including but not limited to withholding tax, value added tax and customs duties, stamp and transactional duties together with any penalties, fines or interests thereon which are imposed, withheld or levied by any country or any tax authority or other Governmental Agency having the power to impose such taxes except if imposed or calculated by reference to the net income, profits or gains received or receivable by either Party by taxation authorities in Malaysia or, as the case may be, or any other territory as a result of either Party maintaining a permanent establishment in that territory; and “Tax shall be construed accordingly”.

Term

Means the term of this Agreement, as set out in clauses 2.2 and 2.3.


Third Party Applications

Means those services or applications, other than COLLECTR Products and Related Services, provided by a third party and operated in conjunction with any of the COLLECTR Products and Related Services
.

Third Party

Means a Person other than a Party.

Works of Art” "Work"

Means something that is considered to have aesthetic value.

 


SUPPLIER OBLIGATIONS & UNDERTAKINGS


When listing your goods, you must ensure that you have the right to use the advertising materials (photos, text, etc.) you
upload on our site. By using the Services, Supplier undertakes, represents and warrants that it will:

 

  1. comply with all applicable laws, treaties, ordinances, codes and regulations;

  2. comply with all Policies;

  3. be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the Order, thePayment or in any other way owed by Supplier under the Agreement or the Customer Agreement;

  4. obtain and maintain all necessary rights, licences, permits or approvals required for the offer, advertising and saleof the Products on or through the Platform prior to their listing and will provide, as such time as COLLECTR may sorequest, copies of these documents to COLLECTR;

  5. ensure that any information provided under this Agreement, including for the listing and the Content Materials ofthe Products, is accurate, current, complete and is not misleading or otherwise deceptive to Customers;

  6. fulfil all Orders from Customers for Products at their stated quantity and Retail Price;

  7. contract from a reputable insurance company, an appropriate insurance covering its obligations under theAgreement and other associated documents, and its Products, irrespective of the fulfilment model selected;

  8. provide in the format and at such times as COLLECTR may require, accurate, updated and complete information about the availability, stock levels and Retail Price of the Products;

  9. guarantee that the Retail Price for any Products offered to Customers will match exactly the price offered by theSupplier outside the Platform for the same product reference in like or lesser quantities under similar terms and conditions and, where a lower price is so offered, ensure that the Products benefit from that lower price;

  10. give COLLECTR written notice and evidence of any requirement or provision of any other agreement that may conflict with any requirement or provision of this Agreement;

  11. ensure that any person filling or signing any document, operating the Supplier Centre account, or handling theProducts on behalf of Supplier (other than a COLLECTR employee, contractor or agent, or a third party specifically mandated by COLLECTR) has full power, mandate and authority to do so on behalf of the Supplier. Supplier may not dispute the actions of such person in so far as they are in apparent compliance with the Agreement

  12. Negative Covenants: Supplier undertakes, warrants and represents that it will not, directly or indirectly:

  • Infringe on any Intellectual Property Rights;

  • post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic materials of any kind;

  • post or display any political or religious content;

  • post or disclose any personally identifying information or private information about minors or any third parties without their consent or the parent's or guardian's consent;

  • post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animals;

  • conduct 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;

  • use the Platform or the Services to purchase items sold on the Platform for commercial use, or for use on behalf of a third party;

  • use, or access, input or upload on the Platform and/or the Supplier Centre any material that is not directly connected with the Products, or permit the use of Supplier's account or offer "free space" on or other access to the account or the Platform to third parties;

  • access content and information that concerns any party other than Supplier, transmit unsolicited commercial or bulk email, interfere with the proper working of the Platform or Supplier Centre, transmit any viruses, trojan horses or other harmful mediums, or attempt to bypass any mechanism used to detect or prevent such activities;

  • create liability for COLLECTR (and its Affiliates, directors, employees, contractors, agents, sub contractors, etc.) or expose it to undue risk or otherwise engage in activities that COLLECTR, in its sole discretion, determines to be harmful to COLLECTR's operations, reputation, or good will;

  • contact any Customer nor enter into any direct arrangements with the Customer for the offer of Products and Services, except where notified or permitted by COLLECTR to do so for the purposes of fulfilling aCustomer Agreement;

  • en roll or offer to enrol Customers in any scheme or program other than as strictly required for warranty purposes;

  • open multiple shops on the Platform without COLLECTR’s knowledge and prior approval;

  • duplicate stock keeping units (SKU) on the Platform.

 

13. Supplier undertakes, represents and warrants that:​

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

b) the Products made available for sale are not prohibited and comply with applicable laws;


c) it has full unencumbered title in the Products and, in any materials incorporated in the Products and, all theProducts are supplied free of all liens, charges or other security interests;

d) it will provide the Products with all legally required documentation (including warranty card, warranty information and invoice) and update the same when legally required;

e) it will provide COLLECTR and/or Customer any document pertaining to the sale of the Products (including sales invoice and tax invoice), as may be requested by COLLECTR and/or the Customer;

f) it will not, directly or indirectly, sell inadequate, expired, soon to be expired Products and;

g) it will not, directly or indirectly, sell counterfeit, replica and brand name knock off Products;h. all its representations, warranties and undertakings in the Agreement will be fulfilled and, will remain true andcorrect at all times and, will subsist for so long as necessary to give effect to each and every of them inaccordance with the Terms, provided that and in the event of any of them becoming unfulfilled, untrue orincorrect, it will promptly inform COLLECTR of the same and rectify the situation.
 

COMMERCIAL TERMS – FEES & PAYMENTS

 

1. COLLECTR provides a mobile Platform for third-party Suppliers and Customers to complete transactions. Except as set out in the Agreement, COLLECTR is not involved in the actual transaction between Suppliers and Customers. As owner or provider of the Products and vendor thereof, it is the Supplier’s responsibility to, among others, ensure the sale is legally authorised, accurately describe the Product, package, ship, insure, warrant and fulfil all other sale and after sale obligations applicable by laws or by trade. The Supplier uses the Services, the Platform and Supplier Centre, at its own risk.

2. The Supplier authorises COLLECTR to act as its exclusive payment processing agent for the purposes of:

  • collecting the sales proceeds and in general any sums due or owing under the Agreement and holding the same;

  • processing customer payments, refunds and adjustments;

  • remitting the Payment;

  • paying to COLLECTR, to COLLECTR Affiliates and to third parties (including Customers) any amountsowed by the Supplier. As a payment processing agent, COLLECTR will have no responsibility with respect to thelegality of transactions occurring between Supplier and Customers, and the Supplier undertakes that alltransactions are in compliance with the laws (including anti money-laundering regulations).

3. The Supplier agrees that Customers satisfy their obligations towards the§ Supplier as regards the Customer
Agreement when COLLECTR receives the Sales Proceeds. COLLECTR's obligation to remit funds received by it on Supplier's behalf is limited to the payment of the Supplier Net Revenue.


4. COLLECTR will provide to Supplier information in relation to each Order as necessary under the Agreement.


5. COLLECTR will provide support to the Supplier by way of coordinating and answering Customer enquiries and
processing returns and refunds as per applicable policies;


6. Sales proceeds represent an unsecured claim against COLLECTR. COLLECTR may combine sales proceeds and
Payments with the funds of other users of its services. For the avoidance of doubt, Supplier will not receive interest or
any other earnings on sales proceeds or Payments.


7. Unless otherwise agreed in writing, Payments will be made by COLLECTR to Supplier in accordance with Clause 4.2
of the Supplier Agreement.


8. COLLECTR may delay, suspend or cancel any Payment in case the Supplier breaches any term of the Agreement
or and any Payment made to Supplier will not in any way be considered as a waiver of COLLECTR's rights.


9. If COLLECTR concludes that the Supplier's actions and/or performance in connection with the Agreement or are
likely to result, or have resulted, in customer disputes, disputes, chargebacks or other third party claims, or if there are
any sums owed by the Supplier to COLLECTR, then COLLECTR may, at its sole discretion, withhold any Payment until resolution.


10. There are no limits on the maximum authorized individual Product retail price, or Order checkout total sum
however, COLLECTR reserves the right to impose limits or restrictions on Orders with respect to transactional
values, on Customers or on Suppliers, and will not be liable if COLLECTR does not proceed with an Order that would
exceed a said limit;


11. Without prejudice to any other rights and remedies which COLLECTR has, or may have, against the Supplier, if
any sums payable by the Supplier to COLLECTR under the provisions of the Agreement will become due and be
unpaid, COLLECTR will charge Late Payment Interest.


12. To the extent required by laws, COLLECTR will be entitled to withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under the Agreement. If COLLECTR is required under laws to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Supplier, COLLECTR will make such deduction or withholding as required and the amount payable to Supplier will be reduced by any such amount necessary. COLLECTR will provide Supplier a certificate or any similar document proving that amounts deducted refer to withholding taxes applicable to Supplier.


13. Any enquiry or dispute about any Payment will be made by in compliance with the claims and dispute policy of
COLLECTR, which may be changed from time to time without notice. For any claim received by COLLECTR after
the expiration of thirty (30) calendar days after the Product Order and Payment date, the Supplier or Customer
irrevocably waives the right to dispute such Payment.

COLLECTR RIGHTS


1. Notwithstanding any provision in these Terms, COLLECTR will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to delist, or require the Supplier not to list, any or all Products made available for sale by the Supplier on the Platform or be subject to sales traffic activities, if any, provided by COLLECTR, or to deactivate the Supplier’s account(s).


2. COLLECTR may at its sole discretion withhold for investigation, refuse to process, restrict shipping destinations, stop or cancel any Order, all of which shall not be unreasonably withheld. Equally, the Supplier will stop or cancel orders of Products if so asked by COLLECTR. In the event the Supplier has already received Payment, the Supplier shall reverse the Payment to COLLECTR who will in turn refund any Customer that has been charged for an Order that COLLECTR has stopped or cancelled.


3. COLLECTR may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Services.


4. The Product prices indicated in an Order will not be subject to any variation and, unless otherwise agreed in writing, shall include all fulfilment costs (packaging, storage, delivery) in accordance with the COLLECTR fulfilment model. Without prejudice, COLLECTR reserves the right to reject any particular form of Order or payment for Products, and not to honour or accept any discounts, coupons, gift certificates, or any other offers or incentives provided by the Supplier.


5. COLLECTR, directly or through a third party, will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Customer’s credit card information) occurring in connection with the Order, except with respect to:

 

  • Orders which the Supplier did not fulfil in accordance with the Order information or,

  • Any fraud directly or indirectly linked with the Supplier. The Supplier shall bear all other risk of fraud or loss.

  • The Supplier shall promptly inform COLLECTR of any changes to the nature or specifications of theProducts, or any pattern or behaviour of fraudulent or other improper activity with respect to any of theProduct that may result in a suspicion or higher incidence of fraud, or other impropriety associated with transactions involving the Product.

  • COLLECTR may at its sole discretion implement sales traffic activities and use market data analyticstools allowing Customers to rate and review Suppliers and Products performance, and make the resultspublicly available.



 

INTELLECTUAL PROPERTY


The Supplier represents and warrants to COLLECTR that it is the owner, or has lawful rights so, with respect to the use of Intellectual Property Rights (“IPR”) concerning the Products and content materials it is making available for sale on the COLLECTR Platform, and that it is not aware of any claims made by any third party with regards to any alleged or actual IPR infringement or other claim, demand or action resulting from the content materials, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products.


A. The Supplier undertakes, represents and warrants that:

 

  • the content materials are not prohibited and comply with the applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the policies as posted on the Platform or Supplier Centre;

  • it will provide accurate and up to date content materials. The content materials must include all text, disclaimers, warnings, notices, labels or other indications required by laws to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit (except as expressly permitted in written by COLLECTR or allowed under applicable laws), defamatory or obscene materials;

  • it will not directly or indirectly include in the content materials, in the product listing of the Products, or with the Products, any terms and conditions of sale (or of provision of service) other than those agreed under the Agreement or any Supplier or third-party marketing materials; and

  • it will not provide any content materials, or seek to list for sale on the Platform any Products, or provideany uniform resource locator ("URL") marks unless it has the right to publish the content material;

 
B. The Supplier hereby grants COLLECTR a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the content materials, and to sublicense the foregoing rights to COLLECTR Affiliates, provided that COLLECTR will not alter any third-party trademarks.


C. COLLECTR has no obligation to verify the accuracy, completeness and legality of content materials.


D. COLLECTR retains the right to determine the use and placement of content materials, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and, if any, the sales traffic activities.


E. As between the Parties, each Party retains all right, title and interest in and to its technology and IPR. Neither Party acquires any rights in the foregoing from the other Party except as expressly granted under the Agreement; all other rights are reserved, and no implied licenses are granted. Neither Party will attempt to register any distinctive trademarks or domain names that are confusingly similar to those of the other Party.


F. The Supplier will not be entitled to use any IPR belonging to COLLECTR without COLLECTR’s prior approval in writing.


G. The Agreement shall not be deemed or construed to create, convey or transfer any IPR to the Supplier and, other than instructed by COLLECTR, the Supplier will not decompile any software or reverse engineer any software, or other product or process. The Agreement is not a license to use or distribute any software, or other product or process.


H. The Agreement confers to the Supplier no rights of ownership, title, license or other IPR in any tangible or intangible property, including software (e.g the Platform, Supplier Centre and any APIs or other software) and data (e.g sales data, performance data, customer data, Supplier Centre data) used, obtained or created under the Agreement. If such rights were nevertheless to have accrued to it for any reason whatsoever, the Supplier shall assign, dispose or otherwise transfer, and effect the transfer of, the full and exclusive ownership of all such rights on a free of charge basis to COLLECTR or any other party designated by COLLECTR. The Supplier will use and process such software and data for the sole and exclusive purpose of fulfilling its obligations under the Agreement and, will not claim, sell, assign or license any IPR.

 

 

 


LIABILITY & INDEMNIFICATION


A. The Platform, Supplier Centre, the Services and the Additional Services are provided on an "as is" basis. Except as expressly provided for in the Agreement, COLLECTR makes no other representations or warranties of any kind, express or implied, including:

 

  • the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

  • that the Platform, Supplier Centre, the Services or the Additional Services will meet Supplier's requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;

  • that the information, content, materials, or products included on the Platform or Supplier Centre will be as represented by COLLECTR, available for sale on a timely manner, lawful to sell, or that COLLECTR or the Customers will perform as promised;

  • any implied warranty arising from course of dealing or usage of trade; and

  • any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by COLLECTR. Supplier acknowledges that any information and any materials provided by or through the Platform, Supplier Centre, the Services and the Additional Services may contain inaccuracies or errors and COLLECTR expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the laws. Any link found on the Platform or Supplier Centre is provided for Supplier's convenience to provide further information. It does not signify that COLLECTR endorses the contents thereof and COLLECTR has no responsibility for the content of external links.


B. Because COLLECTR is not involved in transactions between Supplier and Customers, Supplier hereby agrees on its behalf and on behalf of Customers to release COLLECTR (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to COLLECTR's fraud, negligence or wilful misconduct.


C. Any typographical, clerical or other error or omission in any acceptance, invoice, content material or other document on the part of COLLECTR will be subject to correction without prejudice or any liability to COLLECTR.


D. Any claim from the Supplier under the Agreement will be made by in compliance with the claims and dispute process policy of COLLECTR, which may be changed from time to time without notice. Notwithstanding which any such claim must be notified to COLLECTR no later than thirty (30) days from the Order, failing which, the Supplier waives the right to make such claim.


E. The Supplier will defend, indemnify and hold harmless, and at COLLECTR's option defend against, COLLECTR and its Affiliates, employees, directors, agents and representatives, from and against any and all 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) arising out of, or related to:

 

  • any actual or alleged breach of the Supplier's undertakings, representations, warranties, or obligations set forth in the Agreement;

  • any incorrect, misleading or erroneous information provided to COLLECTR or any third party in connection with the Services;

  • any non-compliance by the Supplier with any applicable laws or the Policies, including any losses in respect of carriage or prohibited goods incurred by COLLECTR or its subcontractors;

  • the Supplier’s own website or other sales channels, the Products, any content material, the advertisement, offer, sale or return of the Products;

  • any actual or alleged infringement of any IPR by the Products or the content materials or;

  • the Supplier taxes, or the collection, payment or failure to collect or pay the Supplier’s taxes.


F. If at any time COLLECTR reasonably determines that any indemnified claim might adversely affect COLLECTR, COLLECTR may take control of the defenses at the expense of the Supplier. Supplier may not consent to the entry of any judgment or enter into any settlement of a claim against COLLECTR without the prior consent by COLLECTR in writing, which consent may not be unreasonably withheld.


G. COLLECTR 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 Agreement, the Platform, the Supplier Centre, the Services, the inability to use the Services, the Products, or from messages received or transactions entered into, provided that COLLECTR will compensate the Supplier for any direct damages resulting exclusively or primarily from COLLECTR’s fraud, gross negligence or wilful misconduct as provided under the COLLECTR Rights section.


H. To the fullest extent permitted by the applicable laws, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of COLLECTR and COLLECTR's Affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to the Supplier and anyone claiming by or through Supplier, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Agreement from any cause or causes will not exceed the fees that COLLECTR has received or would have received from the Supplier for the month preceding the date the liability arose. It is intended that this limitation applies to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by the applicable laws.

TERMINATION


A. COLLECTR has the right to unilaterally and immediately terminate the Agreement upon the occurrence of any of the following:

 

  • The Supplier being in breach of any provision of the Agreement and failing to remedy the same within fourteen (14) days from being so notified;

  • The Supplier being in breach of any applicable laws or COLLECTR Policies with respect to the Products and sales of the Products;

  • The Supplier passing a winding up resolution or, a court of competent jurisdiction issuing an order for the same;

  • The issuance of an administrative order in relation to the Supplier, or the appointment of a receiver order, or an encumbrance taking possession of, or the selling of any of the Supplier’s assets;

  • The Supplier making an arrangement or composition with its creditors generally or, applying to a court of competent jurisdiction for protection from its creditors;

B. Provided they have not been corrected by COLLECTR within thirty (30) days from notifying COLLECTR of the occurrence of any of the following, the Supplier has the right to immediately terminate the Agreement upon occurrence of any of the following:

 

  • COLLECTR delaying payment for more than thirty (30) days without valid reason;

  • COLLECTR delaying returns for more than thirty (30) days without valid reason;

  • The making of an administration order in relation to COLLECTR or the appointment of a receiver over COLLECTR’s assets;

  • The making of an arrangement or composition by COLLECTR with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

  • COLLECTR making an arrangement or composition with its creditors generally or, applying to a courtof competent jurisdiction for protection from its creditors.

 

  • Black Facebook Icon
  • Black Instagram Icon
  • Black Twitter Icon
  • Black LinkedIn Icon

© 2020 Collectr Sdn. Bhd. ​