Terms For Buyers & Sellers

1. GENERAL

1.1. All the following terms and conditions (“Terms for Buyers & Sellers ”) shall apply to the formation of contract, and the sale and purchase of Products between the Buyer and the Seller, and shall govern: (i) the use of our Services and Platform by the Buyer, amongst others, to become a Buyer, to communicate with the Seller, to obtain quotation and to purchase the Product(s) through the Platform; and (ii) the use of our Services and Platform by the Seller, amongst others, to become a Seller, to communicate with the Buyer, to list and display Product(s) for sale, to provide quotation and to sell the Product(s) through the Platform. These terms and conditions shall be read together with and supplementary to the: (a) Terms of Use; (b) Privacy Policy; and (c) any and all other terms, policies, procedures, guidelines, rules, directives and/or instructions of whatsoever nature presently and from time to time issued, given, made and/or established by us via the Platform.

1.2. You hereby acknowledge and understand that the Platform is merely to facilitate the communication between the Buyer and the Seller, and DBO is not itself a Buyer or a Seller and the actual contract for sale/supply of the Product is directly made between the Buyer. As a result, DBO has no control over the quality, safety or legality of the Products, the truth or accuracy of the listings, the ability of Sellers to sell the Products, or the ability of Buyers to buy the Products. The Buyer and the Seller are to conduct their own due diligence and verification as may be required on each other in satisfying themselves as to the other’s standing, capabilities, capacity and competence in carrying out the sale/supply of the Products. DBO cannot and do not control whether or not Sellers will complete the sale of the Products they offer or whether Buyers will complete the purchase of Products they have purchased.

1.3. We reserve the right to amend, change, modify, add or remove portions of the provisions of these Terms for Buyers & Sellers at any time. Such changes/amendments could be posted online and shall be effective when posted on the Platform with no other notices provided. You are responsible to regularly review information posted on the Platform to obtain timely notice of such changes/amendments and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform. If you do not wish to be bound by these amended Terms for Buyers & Sellers, you shall cease using the Platform and the Services immediately. However, your continue use of the Platform, or continue access of the tool(s) provided to the Buyers or the Sellers after the changes/amendments are made will be deemed to constitute acceptance of the amended Terms for Buyers & Sellers.

1.4. You hereby agree and understand that these Terms for Buyers & Sellers, read together with the other DBO Terms and Conditions, shall prevail in respect of any matters addressed herein.

BY ACCESING, BROWSING AND/OR USING THE PLATFORM AND SERVICES AND ACCESSING THE TOOLS PROVIDED WHETHER TO THE BUYER OR THE SELLER, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THESE TERMS FOR BUYERS & SELLERS, AS WELL AS THE OTHER DBO TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS FOR BUYERS & SELLERS AND THE OTHER DBO TERMS AND CONDITIONS, PLEASE REFRAIN FROM USING OUR SERVICES, ACCESSING THE PLATFORM, BUYING AND/OR SELLING ON THE PLATFORM.

2. DEFINITIONS

2.1. All expression used herein will have the same meaning as set out in the Terms of Use at https://www.industry2u.asia/terms except where the context otherwise requires or where expressly stated to the contrary:

“Application Form”	shall have the meaning ascribed to it in Clause 3.3;
“Content”	shall have the meaning ascribed to it in Clause 4.1.1.;
“Contract”	means the contract formed between the Seller and the Buyer on the Platform in respect of the sale and purchase of the Product;
“PO Placement”	means the Buyer’s issuance and placement of a purchase order in the format prescribed by us via the Platform;
“Seller Content”	means the Content posted or otherwise made available by the Seller through the Platform in connection with the sale of the Product; and
“Successful Transaction”	means a successful purchase transaction of the Product, for which each of the following steps has been completed: (a) the Buyer and the Seller makes the Contract via the Platform; (b) the Seller successfully delivers the Product to the Buyer, and the Buyer successfully makes the payment for the Product; and (c) the Platform system updates and displays the status for that particular transaction as having been completed.

2.2. In these Terms for Buyers & Sellers:

(a) references to a statutory provision including any subsidiary legislation made from time to time under that provision;

(b) references to a statute or statutory provision include that statute or provision as from to time modified, re-enacted or consolidated, whether before or after the date of these Terms for Buyers & Sellers, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transaction entered into in accordance with these Terms for Buyers & Sellers and (so far as liability thereunder may exist or can arise) shall include also any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which such statute or provision has directly or indirectly replaced;

(c) where the context requires, and the law permits, references to “DBO”, “we”, “us”, “our” or “ours” shall include subsidiaries or related companies of corporate entity within DBO group of companies (“DBO Group”) (as defined under the Companies Act 2016);

(d) unless a contrary indication appears, a reference in these Terms for Buyers & Sellers to “including” shall not be construed restrictively but shall mean “ including but without prejudice to the generality of the foregoing ” and “including, but without limitation”;

(e) unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa; references to natural persons shall include bodies corporate and vice versa; and words denoting any gender shall include all genders;

(f) the expression “person” means any individual, corporation, partnership, association, limited liability company, trust, governmental or quasi-governmental authority or body or other entity or organisation;

(g) the headings and titles for each clause are purely for ease of reference and do not form part of or affect the interpretation of these Terms for Buyers & Sellers; and

(h) the tables and samples are purely for ease of reference, illustrative purposes, meant to provide general guidelines only and actual information, performance and result may be different.

3. REQUIREMENTS TO BECOME A BUYER/SELLER

3.1. To qualify in applying for becoming a Buyer or a Seller on the Platform, you must own a business (including, but not limited to, a corporate or other business entity), and you shall submit all documents relating to the incorporation, registration, such other aspects of such corporate or business entity, and such other documents as we may deem necessary at any time and from time to time.

3.2. In applying to become a Buyer or a Seller, and continuing to be a Buyer or a Seller, it is hereby represented and warranted that:

3.2.1. you are a corporate or business entity that has been validly and legally incorporated and/or registered with the relevant authorities (including but not limited to, the registrar of companies or its equivalent) in the jurisdiction of which such entity is located;

3.2.2. you have the power, capacity and ability to enter into, perform and comply with the obligations as stated in these Terms for Buyers & Sellers and DBO Terms and Conditions;

3.2.3. all authorisations, actions, conditions and things required to be taken, fulfilled and done in order to enable you to exercise your rights and perform and comply with your obligations under these Terms for Buyers & Sellers and DBO Terms and Conditions and to ensure that those obligations are valid, legal and enforceable, have been or will be taken, fulfilled and done and in this respect;

3.2.4. you shall keep the records with us in respect of the composition of Corporate Representatives accurate and up to date at all time, and shall inform us of any change in your Corporate Representatives; and

3.2.5. all the Corporate Representatives representing you shall have the requisite authority to bind you, and the acceptance of these Terms for Buyers & Sellers, the Terms of Use, Privacy Policy, and the other DBO Terms and Conditions will be deemed an acceptance on your part.

3.3. An application to become a Buyer or a Seller via a designated form (“Application Form”) together with the documents as stated in Clause 3.1 above shall be submitted to DBO on the Platform, and it shall be subject to DBO’s approval.

3.4. DBO reserves the right to request for additional documents or information as it deems necessary from you in assessing your application to become a Buyer or a Seller.

3.5. An incomplete application due to your failure to complete the Application Form, and/or to furnish the requested documents or information, will not be processed unless and until such application is completed duly and/or the requested documents or information are provided to us, and we shall have no liability arising out of or in connection with such unprocessed application.

3.6. In applying to become a Buyer or a Seller, you hereby acknowledge that you have read, understood and irrevocably agreed to all the provisions in these Terms for Buyers & Sellers, Terms of Use, Privacy Policy and/or DBO Terms and Conditions.

3.7. We reserve the right to approve, decline or suspend any application submitted to become a Buyer or a Seller for whatever reason(s) at our sole and absolute discretion without having to assign any reason thereto, and such decision shall be final and conclusive.

3.8. You warrant that all documents and information provided to us as part of your application process is accurate, current and complete at all times and you will immediately let us know if there are any changes to the same. If we rely on the contents of your application and accept you as a Buyer or a Seller, you irrevocably agree that you shall indemnify and keep us indemnified and hold us harmless for any expense, loss or damage that we may suffer arising from any inaccurate or false statement or misrepresentation of facts submitted to us by you.

4. PARTIES’ GENERAL UNDERTAKINGS

4.1. You agree and undertake that:

4.1.1. you shall be solely and fully responsible for all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Platform by you in connection with the sale and/or purchase of the Product (“Content”);

4.1.2. all the Content shall be true, accurate, complete and up to date;

4.1.3. you shall not violate any laws, third party rights or DBO’s policies as may be adopted by DBO from time to time, including but not limited to, DBO Terms and Conditions;

4.1.4. you shall not take any action that may undermine the feedback or ratings systems;

4.1.5. you shall not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content uploaded by you;

4.1.6. you shall be responsible for keeping your Account password secure. We cannot and will not be liable for any loss or damage arising out of or in connection with the Buyer’s/Seller’s omission, neglect or failure to maintain the security of its Account and password; and

4.1.7. you shall be responsible to update the status of a transaction accurately without undue delay so to minimise the potential for disputes in respect of the Contract and Successful Transaction.

4.2. You hereby represent and warrant that:

4.2.1. you have, at all time, all requisite certificates, licences, approvals, permits and such other authorisations under all prevailing laws and regulations in place to engage in the sale or purchase of the Product via the Platform;

4.2.2. the Content:

(a) shall not contain any nudity, obscenity, vulgarity or offensive material;

(b) is not illegal or threatening;

(d) is not invasive of privacy;

(e) does not include any personal data in contravention of the Personal Data Protect Act 2010;

(f) is not commercial solicitation, pyramid schemes, chain letters, mass mailings or any form of spam;

(g) is not political campaigning in any form;

(h) does not consist of or contain computer viruses or other forms of computer codes, technologies or programs that may harm the Platform, or the interests or property of DBO and/or of the other Users;

(i) does not infringe the intellectual property right of DBO and/or any third party;

(j) does not violate these Terms for Buyers & Sellers, Terms of Use, DBO Terms and Conditions, Privacy Policy or any other policies of DBO as made known to you directly or through the Platform; and/or

(k) is otherwise injurious or objectionable to DBO or any third parties.

4.3. As a Buyer or to engage in any action or activity with the intention to purchase the Product on the Platform, in addition to those stated in Clauses 4.1 and 4.2 above, you further agree and undertake that:

4.3.1. you shall use the Platform, the Services and/or the Content in bona fide where you shall have genuine intention to purchase and procure for the Product, and the Platform, the Services and/or the Content shall not be used to manipulate the price of any Product, or to harm any business interest of other Users and/or of DBO;

4.3.2. the Seller may impose its own terms and conditions applicable to its sale and your purchase of the Product, and it is your obligation to check if you are agreeable to such terms and conditions before you shall proceed to make a PO Placement for a Product on the Platform. It is further agreed that DBO is NOT a party to such individual terms and conditions as may be imposed by the Seller, and DBO shall have no control over those terms and conditions;

4.3.3. you shall not commit to purchasing the Product with no intention of paying for it;

4.3.4. you shall not request or negotiate a price for the sale of Product:

(a) with no genuine intention to purchase the Product;

(b) for the purpose of using pricing, quotations or other information received in doing so for commercial or competitive purposes, business or market intelligence purposes or general surveying; or

4.3.5. where you accept an offer made by the Seller by making a PO Placement in accordance with Clauses 5.1.1 and 5.4.1, you shall be obligated to complete the purchase of the Product as per the Contract between you and the Seller, subject to any rights you may have to cancel the order under the Contract or the applicable laws; and

4.3.6. under no circumstances will DBO be liable in any way for any of such contents, including but not limited to, any errors or omissions in the information pertaining to the Product, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any content posted, emailed, transmitted or otherwise made available on the Platform.

4.4. As a Seller or to engage in any action or activity with the intention to sell the Product on the Platform, in addition to those stated in Clauses 4.1 and 4.2 above, you further agree and undertake that:

4.4.1. you shall use the Platform, the Services and/or the Content in bona fide where you shall have genuine intention to sell the Product, and the Platform, the Services and/or the Content shall not be used to manipulate the price of any Product, interfere with another Seller’s listings, or to harm any business interest of other Users and/or of DBO;

4.4.2. you shall ensure that your own respective terms and conditions applicable to the sale of Product are made known to and agreed to by the Buyer, and shall not conflict or be inconsistent with any of the Seller Content;

4.4.3. where the Buyer accepts the offer in accordance with Clauses 5.1.1 and 5.4.1, you shall be obligated to complete the sale of the Product as per the Contract between you and the Buyer, subject to any rights you may have to cancel the order under the Contract or the applicable laws;

4.4.4. you shall be fully responsible for the information made available on the Platform in connection with the supply of Product, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs or any information disclosed by you through the Platform (for example, any forum or chat system on the Platform);

4.4.5. you shall not register or list on the Platform a Product which you do not offer or are unable to offer;

4.4.6. you shall not provide a quotation containing terms and conditions which you do not intend or are unable to comply with;

4.4.7. you shall not use any misleading titles, words or phrases that do not accurately describe the Product you supply;

4.4.8. you shall not include any information that is fraudulent or otherwise incorrect, and/or commit any action that would amount to misrepresentation to the Buyer;

4.4.9. you shall not solicit the Buyer to pay or do anything not permitted by these Terms for Buyers & Sellers, Terms of Use, Privacy Policy, the other DBO Terms and Conditions or policies as may be issued by DBO as it may in its sole discretion determine from time to time;

4.4.10. offer any Product or do anything that contravenes these Terms for Buyers & Sellers, Terms of Use, Privacy Policy, the other DBO Terms and Conditions and/or any laws.

4.4.11. you shall not post or list any inappropriate Seller Content or Products on the Platform;

4.4.12. you shall not transfer your Seller Account to another person without DBO’s consent;

4.4.13. you shall be responsible to ensure that there is adequate stock of Products to meet demand at all times;

4.4.14. you shall be responsible for any defect or non-conformity and complying with any recall or safety alert with respect to any Product listed for sale by you on the Platform. You agree to immediately remove such Product upon issuance of any recall or safety alert or allegation of infringement of intellectual property rights with respect to such Product;

4.4.15. you have, at all time, all requisite certificates, licences, approvals, permits and such other authorisations under all prevailing laws and regulations in place to engage in the provision of the Product via the Platform;

4.4.16. the Product shall:

(a) be free from encumbrances;

(b) be of merchantable quality and fit for purposes intended;

(d) not violate or conflict in any respect with any order, injunction, decree, determination, award or other direction of any court or tribunal;

(e) not be counterfeit or replica items, and shall be genuine, bona fide product and does not violate the right of any third party; and

(f) be lawful and legal to be sold in Malaysia and are in compliance with all applicable laws;

4.4.17. the Seller, if required by the applicable law, is registered for consumption tax or such other tax collection purposes;

4.4.18. Where requested by DBO, you shall immediately furnish such evidence as necessary to prove that:

(a) you have obtained all required approvals, licences, authorisations and/or certification from all relevant parties including but not limited to the appropriate authorities and/or brand owners or principals for the sale of Products listed by you on the Platform; and

(b) you are the owner and/or are authorised or licensed to use any intellectual property rights embedded in or used in conjunction with the Products listed by you on the Platform. and

4.4.19. you shall agree that DBO shall be entitled to charge you a fee upon the Buyer making Contract with the Seller where it makes a PO Placement, in the manner as more particularly set out in Clause 7 below.

4.5. You, whether as a Buyer or a Seller, shall conduct your own due diligence and verification as may be required on the other in satisfying yourself as to the other’s standing, capabilities, capacity and competence in carrying out the sale/supply of the Products.

4.6. All communications regarding the transaction or potential transactions between the Buyers and the Sellers shall be made through the Platform, and each of them is prohibited from directly entering into a transaction with the other party without using the Platform with the intention to injure the business interest of DBO, or to avoid paying the Payable Fee.

5. FORMATION OF A CONTRACT

5.1. The Buyer may submit its request and specific requirements, where applicable, of the Product. Such requests would be disseminated to the Seller on the Platform. The Seller may, pursuant to request of the Buyer, provide quotation to the Buyer via the Platform in respect of the relevant Product. Upon the provision of the quotation, it is agreed that:

5.1.1. such quotation shall constitute an offer which is capable of being accepted by the Buyer within 7 days from the provision of such quotation (“Offer Period”), and in such circumstance, DBO shall be entitled but not obliged to process order made by the Buyer within the Offer Period without further consent from the Seller; and

5.1.2. the Seller shall reserve the relevant Product and make sure that the relevant Product is available for sale during the Offer Period.

5.2. Where relevant, the quotation shall be provided by the Seller in the format prescribed by us, and shall contain minimum particulars and information as required by us. In addition, the Buyer and the Seller hereby acknowledge and agree that the quotation and order shall be made directly between them, and DBO is not a party thereto.

5.3. In providing quotation to the Buyer and addressing any enquiry received from the Buyer, the Seller shall respond:

5.3.1. with accurate and complete information; and

5.3.2. in a prompt and efficient manner.

5.4. The Contract shall be formed at the point:

5.4.1. where the Buyer places order in response to the Seller’s respective quotation on the Platform by making a PO Placement for the Product within the Offer Period; or

5.4.2. where the Seller accepts the order placed by the Buyer out of the Offer Period, in the event that the Buyer has not placed order within the Offer Period.

A confirmation in respect of the formation of the Contract shall be sent to the Buyer and the Seller via the Platform. For the avoidance of doubt, in the event the Buyer fails to accept the Seller’s quotation by making a PO Placement within the Offer Period, such offer as contained in the quotation by the Seller shall be revoked, and the order placed by the Buyer thereafter shall be treated as an offer from the Buyer where the Seller shall have the discretion whether to accept the same.

5.5. Once the Contract is formed, the invoice shall be generated via the Platform and sent to the Buyer for and on behalf of the Seller, and the parties shall carry out their respective obligations under the Contract in accordance with the provisions of the Contract, including but not limited to, the duty to deliver the Product, to fulfil any sales or customer service or warranty services, to make payment for the Product, etc. It is further agreed and declared by the Seller and the Buyer that no modification, change and cancellation can be made to the Contract, and it is the parties’ responsibility to ensure that all details of the order are accurate before placing the order and entering into the Contract.

6. PERFORMANCE OF A CONTRACT

6.1. Each of the Buyer and the Seller shall be responsible for the performance of their respective obligations under the Contract. DBO accepts no obligations and liabilities whatsoever arising out of, in connection with or in relation to the formation, performance, execution or termination of the Contract.

6.2. It is recommended for the Buyer to inspect the Product upon delivery thereof by the Seller as soon as practicably possible, so to minimise the potential for disputes in respect of the condition, conformity, quality, quantity or such other aspects of the Product between the parties.

6.3. It is further agreed to by the Buyer and the Seller that DBO shall not be responsible and liable for any and all aspects of the Contract, including but not limited to, the delivery of the Product, the payment for the Product, the condition and conformity with the specification of the Product. DBO, by providing the Platform, is not in a position to guarantee the due performance of the Contract, and the completion of Successful Transaction.

6.4. In the event that the Buyer or the Seller fails to discharge its respective obligations under the Contract, you as the non-defaulting party to the relevant transaction may notify us in writing via a designated form on the Platform of such incident/occurrence, and we shall be entitled to rely on such information provided by you and shall have the right to impose such penalties against such defaulting party in accordance with the policies as may be issued by us from time to time, including but not limited to, blacklist, suspend and/or terminate the defaulting party’s Account.

6.5. Any dispute between the Buyer and the Seller shall be resolved between themselves. In the event a problem arises in a transaction, they shall communicate with each other first to attempt to resolve such dispute by mutual discussions. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

6.6. To enable the other Users in determining whether to make a transaction on the Platform, it is agreed that DBO may implement a rating system on the Platform where:

6.6.1. DBO may grade or rate your performance as a Seller or a Buyer on the Platform based on such criteria as DBO may determine from time to time in its sole and absolute discretion, or based on the feedback, comments or rating submitted by the other party to the transaction in respect of the Product supplied/purchased by you, as well as the performance of the Contract on your part; and

6.6.2. the other party to the transaction may grade or rate your performance as a Seller or a Buyer on the Platform where it may post contents, including ratings and reviews, on the Platform.

In the event of any misbehaviour the Platform, or any breach of these Terms for Buyers & Sellers or the other DBO Terms and Conditions, we reserve the right to review and downgrade your rating. Our decision is final and cannot be contested. It is further irrevocably agreed and declared that we shall have no liability whatsoever arising out of or in connection with such rating system, and contents posted by the other parties to the respective transactions.

6.7. In respect of the aforesaid rating system, the Buyer and the Seller must rate each other in good faith and honestly, and each of them must not make unfounded/malicious statements that can be harmful to the other party without basis. Further, it is acknowledged and agreed that the rating, review or feedback so submitted may be made publicly available and you shall be solely responsible for your review and DBO is not responsible to ascertain whether any opinion expressed is true. As such, you should ensure that any review posted is fair and not unlawful. Notwithstanding the aforesaid, if DBO is of the view that your published review of is not appropriate for public disclosure, or is defamatory or likely to violate the law or breach any DBO Terms and Conditions, DBO shall be entitled, but shall not be obliged to, to delete such review at its sole and absolute discretion and without notice to you.

6.8. DBO may implement such program(s) as it deems fit at any time and from time to time to encourage the Buyer and Seller in updating the status of the Contract between them, and leaving honest rating/review for each other (“Eligible Program”), including but not limited to, rewarding loyalty points, rebate or such other incentive to the Buyers and/or Sellers through their participation in specified activities as DBO may from time to time determine in its discretion. Generally, rebate would be credited to the Buyer’s Account upon its completion of rating/review for the Seller. The Eligible Program may be subject to additional and specific terms and conditions as may be issued by DBO on the Platform from time to time. DBO shall be entitled to revoke, discontinue, amend or modify any aspect of such Eligible Program, and it shall have no liability whatsoever arising out of, from or in connection with such revocation, discontinuance, amendment or modification.

In relation to such rebate:

6.8.1. the Buyer may redeem the rebate available in its Account by sending a request to DBO and use the rebate to offset the purchase price of the Product when making purchase of a Product from a Seller on the Platform. DBO would pay the relevant portion of the purchase price for which the rebate is redeemed to the Seller for and on behalf of the Buyer upon the delivery of the Product by the Seller to the Buyer. Nonetheless, where the Successful Transaction does not occur between the Seller and the Buyer (i.e. purchase of the Product by the Buyer from the Seller is not completed eventually), DBO shall be entitled to direct the Seller to make refund of monies in respect of the rebate to DBO and it is subject to the refund and return policy as may be adopted by DBO from time to time.

7. INVOICING

7.1. DBO shall be entitled to charge the Seller a fee for its Services rendered through the Platform, and the said fee shall be due and payable to DBO upon formation of a Contract, or the Buyer’s making of a PO Placement, whichever is earlier. The said fee shall be referred to as “the Handling Fee”, and is calculated as 1% of the total amount of the respective purchase order issued by the Buyer. For the avoidance of doubt, it is agreed that DBO shall be entitled to charge the Handling Fee, regardless of the actual completion and occurrence of Successful Transaction, and even if there is dispute arising out of, from or in connection with the said transaction between the Seller and the Buyer.

7.2. It is irrevocably agreed by the Seller that DBO shall be entitled to send the invoice in respect of the Handling Fee via the Platform, and the invoice shall be deemed duly served at the time the invoice is sent to the Seller on the Platform as reflected in the Seller’s Account.

7.3. The details of transactions occurred via Platform shall be tracked in the Seller Account, including but not limited to the amount of fees payable to DBO. The Seller shall be responsible for checking such details as reflected in the Seller Account from time to time. We shall have no liability for any printing, production, typographical, mechanical or other errors in the summaries of the Seller Account on the Platform, and it is the duty of the Seller to notify us of any printing, production, typographical, mechanical or other errors.

7.4. DBO shall bill the Seller on a monthly basis, on every 16^th of each calendar month (each a “Billing Date”) in respect of the Handling Fees arising out of the its formation of Contract with the Buyer, and receipt of the Buyer’s PO Placement during the monthly billing period (i.e. the period from the 16^th day of the preceding month up to the 15^th day of the same calendar month of the respective Billing Date).

7.5. The Seller shall make the payment of the Payable Fees to DBO on or before the last day of the same calendar month of the respective Billing Date (“Payment Due Date”), failing which, without prejudice to any other rights and remedies that DBO is entitled to, DBO shall be entitled to:

7.5.1. an interest calculated on a daily basis at the rate of 10% per annum on any outstanding sum from the Payment Due Date until full sum is received by DBO, together with the interest thereon; and

7.5.2. impose such penalties against the Seller in accordance with the policies as may be issued by us from time to time, including but not limited to, blacklist, suspend and/or terminate the Seller’s Account.

7.6. It is hereby agreed that the Seller shall check and verify the details of every transaction transacted on the Platform within 24 hours from the occurrence thereof, and the details of the Handling Fees from time to time. Should there be any mistake, error or miscalculation, the Seller shall promptly notify DBO of the same, failing which the details thereof shall be deemed verified and confirmed by the Seller, and the Seller shall lose the right to make complaint thereof.

8. RIGHTS OF DBO

8.1. DBO reserves the right to refuse registration, suspend or cease the provision of any Services, feature of the Platform, the program as may be implemented by DBO from time to time without any liability in its sole and absolute discretion.

8.2. DBO shall have the right, but not the obligation, to monitor and edit any Content. Notwithstanding such monitoring, DBO takes no responsibility and assumes no liability for any Content and reserves the right, but not the obligation, to remove any Content.

8.3. Without limiting other remedies, DBO may limit, suspend or terminate the Platform, the Services and the Account, prohibit access to the Platform and its contents, delay or remove hosted contents and take technical and legal steps to keep you off the Platform if, based on DBO’s sole and absolute discretion, DBO is of the view that you are or may be potentially creating problems or possible legal liabilities, infringing the intellectual property rights of DBO and/or of any third party, or in breach of any of the DBO Terms and Conditions or these Terms for Buyers & Sellers.

8.4. Where there are no transaction of the Product under the Buyer’s/Seller’s Account or where a Buyer/Seller has been inactive for more than 12 months, DBO reserves the right to cancel and suspend and/or terminate your Account and/or remove all of your Product listings without notice to you.

9. INDEMNITY

9.1. You shall indemnify DBO against all claims resulting from content posted, supplied or uploaded to the Platform by you, including but not limited to the Content uploaded by you.

9.2. You unconditionally and irrevocably undertake to fully and effectively indemnify us, our employees, agents, servants, affiliate, members of DBO Group and third parties connected to us (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) and keep each of the Indemnified Party indemnified from and against any and all claims, losses (including but not limited to, loss of profit), liabilities, obligations, penalties, fines, costs and expenses (including but not limited to, solicitors’ fees on a solicitor and client basis) (collectively, “claims”) arising in any way from: (i) your breach of any representation, warranty, obligation or covenant under these Terms for Buyers & Sellers, Terms of Use, and other DBO Terms and Conditions; (ii) your gross negligence or wilful misconduct; (iii) any warranty, condition, representation, indemnity or guarantee relating to us and our related entities granted by you to any person, including but not limited to, the Buyers; (iv) any third party claim that the Product infringes the intellectual property or other rights of a third party; (v) the performance, non-performance or improper performance by you of the Contract; and (vi) any claim arising out of your misuse of the others’ data, or any violation of an applicable data privacy or security law.

9.3. In the event of any breach or threatened breach by you of any provisions of these Terms for Buyers & Sellers, in addition to all other rights and remedies available to us under these Terms for Buyers & Sellers and under applicable law, we shall have the right to: (i) immediately cancel and terminate your Account; and (ii) be indemnified for any losses, damages or liability incurred by us in connection with such violation, in accordance with the provisions of this Clause 9.

10. DISCLAIMER OF WARRANTY

10.1. The Platform, the Services, the tools provided to the Buyer and/or the Seller on the Platform and such other facilities as may be made available by us to the Buyer and/or the Seller are provided on an “as is” and “as available” basis. We make no representation, warranty, condition or undertaking of any kind, whether expressed or implied, including but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, we further disclaim all representations and warranties, express or implied, that the Platform, the Services, the tools provided to the Buyer and/or the Seller on the Platform and such other facilities as may be made available by us to the Buyer and/or the Seller satisfy all of your requirements and/or will be uninterrupted, error-free or free from harmful components.

11. LIMITATION OF LIABILITY

11.1. IN ADDITION TO AND NOT IN DEROGATION OF ANY OF THESE TERMS FOR BUYERS & SELLERS, DBO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT IN ANY EVENT BE LIABLE TO YOU OR ANY OTHER PARTY HAVING ACCESS TO THE SERVICES AND/OR THE PLATFORM WHETHER WITH OR WITHOUT OUR CONSENT FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT LOSSES OR DAMAGES ARISING FROM, INTER ALIA, ANY DELAY OR DISRUPTION IN THE USE OF THE SERVICES AND/OR THE PLATFORM, NOTWITHSTANDING THAT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

11.2. DBO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM A CAUSE OUTSIDE OUR REASONABLE CONTROL, ANY ACTION OR OMISSION BY THE RELEVANT AUTHORITIES IN EXERCISE OF THEIR REGULATORY OR SUPERVISORY FUNCTIONS, OR FOR FAILURE BY THE ELECTRONIC/TELECOMMUNICATION SERVICE PROVIDER OR ANY THIRD PARTY TO MEET ITS OBLIGATIONS TO YOU FOR ANY REASONS WHATSOEVER AND HOWEVER ARISING INCLUDING FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION/TELEPHONE LINES OR OTHER INTERCONNECTED PROBLEMS, UNAUTHORISED ACCESS, THEFT, UNAUTHORISED USE OF PASSWORD, OPERATOR ERROR, WEATHER, EARTHQUAKES, STRIKES OR OTHER LABOUR PROBLEMS.

11.3. DBO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES WHATSOEVER OR HOWSOEVER CAUSED (REGARDLESS OF THE FORM OF ACTION) ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH:

(a) ANY ACCESS, USE AND/OR INABILITY TO USE THE PLATFORM OR THE SERVICES;

(b) RELIANCE ON ANY DATA OR INFORMATION MADE AVAILABLE THROUGH THE PLATFORM AND/OR THROUGH THE SERVICES. YOU SHOULD NOT ACT ON SUCH DATA OR INFORMATION WITHOUT FIRST INDEPENDENTLY VERIFYING ITS CONTENTS;

(c) ANY SYSTEM, SERVER OR CONNECTION FAILURE, ERROR, OMISSION, INTERRUPTION, DELAY IN TRANSMISSION, COMPUTER VIRUS OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT PROGRAM OR MACROS; AND

(d) ANY USE OF OR ACCESS TO ANY OTHER WEBSITE OR WEBPAGE LINKED TO THE PLATFORM, EVEN IF WE OR OUR OFFICERS OR AGENTS OR EMPLOYEES MAY HAVE BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF THE SAME.

11.4. TO THE EXTENT PERMITTED BY LAW, DBO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS, OTHER MEMBERS OF OUR GROUP OF COMPANIES AND THIRD PARTIES CONNECTED TO US HEREBY EXPRESSLY EXCLUDE:

a) ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MAY OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY;

b) ALL LIABILITY IN RESPECT OF:

i. THE ACCURACY, COMPLETENESS, FITNESS FOR PURPOSE OR LEGALITY OF ANY INFORMATION ACCESSED USING THE SERVICES, PLATFORM OR OTHERWISE;

ii. THE TRANSMISSION OR THE RECEPTION OF OR THE FAILURE TO TRANSMIT OR TO RECEIVE ANY MATERIAL OF WHATEVER NATURE; AND

iii. YOUR USE OF ANY INFORMATION OR MATERIALS ON THE PLATFORM (WHICH IS ENTIRELY AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY);

c) ANY LIABILITY FOR:

i. LOSS OF INCOME OR REVENUE;

ii. LOSS OF BUSINESS;

iii. LOSS OF CONTRACTS;

iv. LOSS OF ACTUAL AND/OR ANTICIPATED PROFITS;

v. LOSS OF USE OF MONEY;

vi. LOSS OF ANTICIPATED SAVINGS;

vii. LOSS OF OPPORTUNITY;

viii. LOSS OF, DAMAGE TO OR CORRUPTION OF DATA;

ix. LOSS OF GOODWILL AND/OR REPUTATION;

x. WASTED MANAGEMENT OR OFFICE TIME; AND

xi. FOR ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

11.5. YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO DISCONTINUE ANY USE OF THE SERVICES.

11.6. IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, WE ARE FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO RM100 (RINGGIT MALAYSIA ONE HUNDRED ONLY), OR WHERE A MINIMUM COMPENSATION IS DESIGNATED UNDER THE APPLICABLE LAW, SUCH MINIMUM COMPENSATION SHALL APPLY.

12. SEVERANCE

12.1. If any of these Terms for Buyers & Sellers shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. To the extent it is not possible to delete or modify the provision, in whole or in part, under this Clause 12.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of these Terms for Buyers & Sellers and the legality, validity and enforceability of the remainder of these Terms for Buyers & Sellers shall, subject to any deletion or modification made under this Clause 12.1, not be effected.

13. SEVERAL PERSONS

13.1. If there are two or more persons adhering to these Terms for Buyers & Sellers, whether as Buyer or Seller, their liability under these Terms for Buyers & Sellers is joint and several, and their rights are joint.

14. WAIVERS

14.1. No failure or delay by us to exercise any right or remedy provided under these Terms for Buyers & Sellers or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. GOVERNING LAW

15.1. These Terms for Buyers & Sellers shall be governed by, and construed in accordance with, the Malaysian law. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms for Buyers & Sellers against or relating to DBO or any Indemnified Party under these Terms for Buyers & Sellers shall be referred to and settled by arbitration in accordance with the Arbitration Rules of the Asian International Arbitration Centre held in Kuala Lumpur, Malaysia. The arbitral tribunal shall consists of a sole arbitrator who is legally trained and who has experience in the information technology field in Malaysia and is independent of either party. The place of arbitration shall be Malaysia. Any award by the arbitration tribunal shall be final and binding upon the parties.

15.2. Notwithstanding the foregoing, DBO reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

16. COMPETITIVE OR SIMILAR MATERIALS

16.1. You, in particular the Seller, hereby acknowledge and agree that we are not precluded from discussing, viewing, developing for ourselves, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products which are competitive with your Products, regardless of their similarity to your Products.