Definition and Interpretation

1.1 Definitions

In these General Terms and Conditions of Merchant Contract, unless the context specifies otherwise, the following definitions have the meaning as follows.

“Account”: Refers to the user profile established by MaCoffee on its digital platform and provided to the Merchant via the Merchant Application. This account is created for the purpose of registration and usage according to these General Terms and Conditions of the Merchant Contract.

“Addendum to Merchant Contract”: Refers to any modifications or additional agreements related to the Merchant Contract, if applicable.

“Affiliate(s)”: Refers to any entity that has control over, is controlled by, or shares common control with another entity. For this purpose, “control” involves having the power to influence or direct the management and policies of an entity, either through ownership of shares with voting rights or through contractual arrangements.

“Business Day”: Indicates any day other than Saturday, Sunday, or public holidays when banks are open for business in Selangor, Malaysia.

“Confidential Information”: Encompasses (a) any data classified as confidential by the Disclosing Party in writing; (b) the contents of the Merchant Contract, Addendum to Merchant Contract, and these General Terms and Conditions; (c) Personal Data obtained through the execution of the Merchant Contract and related documents; (d) customer-related data including viewing habits, billing information, and other related details; (e) business, technical, or financial information pertaining to the agreements; (f) proprietary information such as trade secrets, technical knowledge, patents, and other intellectual property, in any form, whether tangible or intangible, and regardless of whether it is written, verbal, or stored in any medium.

“Customer”: Refers to any individual who uses MaCoffee to order Goods from the Merchant.

“Disclosing Party”: Refers to the party that provides Confidential Information as per these terms.

“Force Majeure”: Refers to any unforeseen event that is beyond the reasonable control of any party and impacts their ability to fulfill obligations. This includes natural disasters, civil disturbances, wars, emergencies, governmental actions, labor disputes, and other unexpected events.

“General Terms and Conditions of Merchant Contract”: Refers to these specific terms and conditions governing the Merchant Contract.

“Goods”: Refers to items such as food, sweets, drinks, and other products that the Merchant allows customers to order through the MaCoffee Application.

“Goods Price”: Refers to the price set by the Merchant for Goods, as listed in the MaCoffee Application, which includes VAT.

“MaCoffee Application”: Refers to the application developed by MaCoffee or its Affiliates for mobile devices and tablets, which helps Merchants (a) sell Goods, (b) connect with Driver Partners for delivery services, and (c) match customer orders with Driver Partners for delivery.

“MaCoffee Personal Data”: Refers to Personal Data disclosed to the Merchant by MaCoffee or its Affiliates, or processed by the Merchant on behalf of MaCoffee.

“Merchant Application”: Refers to the application used by the Merchant on mobile devices or tablets for handling customer orders, reviewing daily income reports, managing operational hours, and other related tasks.

“Intellectual Property Rights”: Encompasses all forms of intellectual property rights, whether registered or not, including patents, trademarks, copyrights, and other intellectual property rights globally, including rights related to inventions, designs, and trade secrets.

“Merchant Contract”: Refers to the agreement between MaCoffee and the Merchant.

“Merchant”: Refers to the entity identified in the Merchant Contract and Addendum to Merchant Contract.

“Personal Data Owner”: Refers to the individual who possesses rights over Personal Data collected, used, or disclosed by a data controller or processor.

“Party”: Refers to either MaCoffee or the Merchant, and together they are known as the “Parties”.

“Personal Data”: Includes any information that can directly or indirectly identify individuals, such as names, addresses, phone numbers, email addresses, and other relevant identifiers.

“Platform Fee”: The Platform Fee refers to the amount retained by the platform from each purchase transaction, determined by the discounts offered by the Merchant through the platform.

“Receiving Party”: Refers to the party receiving Confidential Information according to these terms.

“Self Pick-Up Service”: Refers to the option allowing customers to order Goods via the MaCoffee Application and collect them themselves from the Merchant’s location.

“Curbside Service”: Refers to the option allowing customers to collect pre-ordered Goods from a designated curbside location near the Merchant’s premises without needing to leave their vehicle.

“VAT”: Refers to the value-added tax as specified by Malaysian law or similar taxation systems.

1.2 Interpretation

Unless otherwise specified by the context, the following principles shall apply:

1.2.1 Headings are included for convenience and should not influence the interpretation of the terms.

1.2.2 Terms that refer to the singular form also encompass the plural form, and terms in the plural form include the singular form.

1.2.3 If a term or phrase is defined, any other grammatical variations of that term or phrase should be understood in the same way.

1.2.4 References to “Clauses” pertain specifically to the clauses within these General Terms and Conditions of the Merchant Contract.

1.2.5 References to agreements or documents include any amendments, additions, or replacements made to those agreements or documents, unless explicitly prohibited by the Merchant Contract, Addendum to Merchant Contract, or these General Terms and Conditions.

1.2.6 The term “writing” encompasses all forms of text, images, drawings, or symbols presented in a visible and tangible manner, which includes emails.

1.2.7 References to a “Party” include that Party’s successors, authorized agents, and permitted assignees.

1.2.8 References to laws or regulations, or sections thereof, also include any updates, modifications, replacements, or new enactments of those laws or regulations, as well as any supplementary regulations or instruments issued under those laws.

1.2.9 When using terms such as “includes,” “including,” or “such as,” the intention is not to limit the scope to only what is listed but to suggest that additional items may also fall under the scope.

1.2.10 No part of these General Terms and Conditions of the Merchant Contract or the Merchant Contract itself should be construed in a way that disadvantages either Party simply because that Party proposed or introduced specific terms or conditions.

2 Entire Agreement

2.1 The Merchant Contract, Addendum to Merchant Contract, and these General Terms and Conditions of Merchant Contract, along with any future amendments (if applicable), form the complete and definitive agreement between the Parties. They supersede any prior agreements, communications, discussions, or representations, whether made verbally or in writing, related to the subject matter.

2.2 Should there be any discrepancies between the terms in the Merchant Contract or Addendum to Merchant Contract and those outlined in these General Terms and Conditions of Merchant Contract, the terms in the Merchant Contract or Addendum to Merchant Contract will take precedence.

2.3 Any terms and conditions established by the Merchant with Customers concerning the Goods are not deemed part of the Merchant Contract, Addendum to Merchant Contract, or these General Terms and Conditions unless MaCoffee agrees in writing.

3 Term

These General Terms and Conditions of Merchant Contract, including any modifications, will remain in effect for the period specified in the Merchant Contract.

4 Services and Goods Ordering Equipment

4.1 MaCoffee is responsible for:

4.1.1 Providing the Merchant with an Account and Merchant Application to assist in selling Goods to Customers.

4.1.2 Performing other related tasks, such as coordinating orders between the Merchant, Customer, and Driver Partner, and managing the Self Pick-Up Service.

4.2 The Merchant acknowledges that MaCoffee operates as a technology service provider offering a platform that connects Merchants with Driver Partners. MaCoffee does not handle the actual processing, preparation, or delivery of Goods. Additionally, MaCoffee is not involved in the agreements, terms, or responsibilities between the Customer and the Merchant. MaCoffee is not liable for any damages or claims arising from the Merchant’s actions, unless explicitly stated otherwise in these General Terms and Conditions of Merchant Contract.

4.3 The Merchant agrees to install and use any equipment specified by MaCoffee, such as tablets and related accessories (e.g., chargers and adapters), to manage Goods orders (“Goods Ordering Device”).

The Goods Ordering Device remains the property of MaCoffee and is provided solely for fulfilling the Merchant’s obligations under the Merchant Contract, Addendum to Merchant Contract, and these General Terms and Conditions. If MaCoffee supplies a SIM card for wireless network connectivity with the Goods Ordering Device, MaCoffee may charge the Merchant for network usage. The Merchant agrees to adhere to all safety protocols and regulations set by MaCoffee and is prohibited from allowing third parties to misuse, alter, rent, sell, distribute, or interfere with the Goods Ordering Device, MaCoffee application, or Merchant Application. MaCoffee reserves the right to limit or suspend the Merchant’s access to these tools at its discretion. The Merchant is liable for any damage or loss of the Goods Ordering Device provided by MaCoffee and must reimburse MaCoffee for any such damages or replacement costs as specified in the Addendum to Merchant Contract.

5 Rights and duties of Parties

5.1.1 MaCoffee will ensure that any orders placed by Customers through the MaCoffee Application are properly communicated to the Merchant.

5.1.2 MaCoffee has the exclusive authority to collect the Goods Price from the Customer for each order made through the MaCoffee Application. The Merchant acknowledges that Customers may pay using various methods, including cash, credit card, debit card, bank transfer, internet banking, online payment, or other methods determined by MaCoffee at its sole discretion.

5.1.3 If MaCoffee processes pre-payments from Customers for Goods, the Merchant agrees that MaCoffee is entitled to any interest or benefits resulting from such pre-payments, based on the payment method terms established by MaCoffee.

5.1.4 MaCoffee will transfer to the Merchant the amount equivalent to (1) the Goods Price received, including any VAT collected on behalf of the Merchant, (2) minus the applicable Service Fee and/or MaCoffee Marketing Service Fee as per the MaCoffee Application (including VAT), (3) minus any refunds issued to Customers and any outstanding debts owed by the Merchant (the final amount remitted being referred to as “Income From Goods”). MaCoffee will make these payments between 7 business days or more frequently as decided from receiving the order.

5.1.5 Payment and remittance of Income From Goods under the Merchant Contract, Addendum to Merchant Contract, and these General Terms and Conditions will be made as agreed between MaCoffee and the Merchant, potentially using MaCoffeePay (when available).

5.1.6 MaCoffee will assist the Merchant in managing Customer service and complaints and will relay relevant information to the Merchant for addressing such issues.

5.1.7 MaCoffee is not responsible for verifying or managing the content or data provided by the Merchant on the MaCoffee Application.

5.1.8 MaCoffee is not liable for any issues with Goods, including but not limited to damaged, broken, infested, spoiled, or unpleasant Goods.

5.2 Merchant’s Obligations

5.2.1 The Merchant agrees to pay the Service Fee and/or MaCoffee Marketing Service Fee to MaCoffee as specified in the Merchant Contract or Addendum. The Merchant authorizes MaCoffee to deduct these fees from the Goods Prices collected from Customers via the MaCoffee Application.

5.2.2 The Merchant must not charge the Goods delivery fee to Customers or Driver Partners under any circumstances.

5.2.3 The Merchant is required to provide all necessary information on the MaCoffee Application via the Merchant Application. This includes:

(1) Menu, logos, photographs, and Goods Prices.

(2) Merchant details such as the name of the owner (for individual Merchants), company name (for corporate Merchants), address, location coordinates, phone number, email, website, trade name, authorized signatory, and tax identification number (collectively referred to as “Merchant Information”).

Both (1) and (2) are collectively known as “Details.”

If there are changes to the Details, the Merchant must promptly update the MaCoffee Application to ensure accuracy at all times.

The Merchant grants MaCoffee and its Affiliates a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to use, modify, translate, compile, copy, or create derivative works of the Details for any business purpose. This includes data on MaCoffee Application and other media like Twitter, Facebook, and Google AdWords, except for public details which MaCoffee may freely use.

5.2.4 If the information on the MaCoffee Application is incorrect or outdated, such as discrepancies between Goods Prices and actual charges, the Merchant will be solely responsible to Customers, authorities, or any third parties. The Merchant must indemnify MaCoffee for any resulting damages or claims, even if MaCoffee has not been notified by the affected parties.

5.2.5 The Merchant warrants that all Goods Prices listed on the MaCoffee Application comply with price control regulations and related laws. The Merchant also guarantees that all advertising on the MaCoffee Application is accurate and complies with relevant laws and does not infringe on any third-party Intellectual Property Rights.

5.2.6 The Merchant must not sell illegal Goods or Goods for which they do not have the necessary licenses. If MaCoffee detects or is informed of such violations, MaCoffee may take actions including removing the Goods from the application, disabling the Merchant’s account, and seeking damages.

5.2.7 The Merchant must promptly inform MaCoffee of any changes to their business licenses within 24 hours.

5.2.8 The Merchant must ensure that all Goods are of high quality and that their storage, production, and preparation comply with legal and safety regulations. Any breaches must be reported to MaCoffee immediately.

5.2.9 The Merchant must ensure that the Goods Ordering Device is operational and able to receive and process orders during business hours.

5.2.10 The Merchant is required to verify and complete Customer orders with reasonable care and ensure they are processed fully and accurately.

5.2.11 The Merchant must make every effort to maintain the quality and quantity of Goods as advertised.

5.2.12 Preparation of Goods:

General Case: The Merchant agrees to (a) prepare Goods before the Driver Partner arrives and (b) take all necessary steps to facilitate the Driver Partner’s pickup and delivery of the Goods.

Self Pick-Up Service (if applicable): The Merchant agrees to (a) immediately prepare Goods upon receiving a Customer’s order and (b) take necessary steps to assist the Customer in picking up the Goods.

Curbside Service (if applicable): The Merchant agrees to (a) immediately prepare Goods upon receiving a Customer’s order and (b) take necessary steps to assist sending to the Customer’s vehicle in picking up the Goods.

If the Merchant prepares Goods according to these terms and does not receive Income From Goods, they may notify MaCoffee within 30 days. MaCoffee will investigate and, if it is determined that the order was not completed due to no fault of the Merchant (e.g., the Driver Partner failed to deliver or the Customer canceled), MaCoffee will compensate the Merchant for the Goods Price as listed on the MaCoffee Application.

If MaCoffee receives complaints or notices about incomplete orders or defective Goods, the Merchant agrees to replace the Goods with high-quality items at their own expense, including the cost of Goods preparation and delivery.

5.2.13 If a Customer requests a refund or complains about the Goods, the Merchant is responsible for any related expenses or costs, including recall costs if applicable, as determined by MaCoffee at its sole discretion.

5.2.14 The Merchant agrees to allow MaCoffee to place marketing materials and advertisements at the Merchant’s location or other specified areas without any charge to MaCoffee.

6 Curbside Service       

6.1 Participation and Requirements

6.1.1 Default Participation: All merchants are expected to participate in the curbside service as part of their agreement with MaCoffee. The default assumption is that curbside service will be offered to customers.

6.1.2 Opt-Out Process: If a merchant chooses not to participate in curbside service, they must provide a reasonable explanation for their decision to MaCoffee. MaCoffee will review the provided reason and, if deemed acceptable, will deactivate the curbside service option for the merchant.

6.1.3 Set-Up: For those participating, merchants must provide a safe, accessible, and clearly marked curbside pick-up area. The location must comply with all applicable safety and traffic regulations.

6.1.4 Training: Merchants must train their staff on the curbside service process, including order preparation, customer communication, and order hand-off procedures.

6.2. Operational Guidelines

6.2.1 Order Notification: Merchants will receive notifications of curbside orders through the Platform. Merchants are responsible for preparing orders accurately and within the specified time frame.

6.2.2 Pick-Up Protocol: Merchants must ensure that the designated curbside pick-up area is staffed during business hours to handle customer orders. Merchants should have a system in place to verify customer identity (e.g., checking order confirmation details) before handing over the goods.

6.2.3 Customer Communication: Merchants must communicate clearly with customers regarding the pick-up process, including any specific instructions or directions to the curbside location.

6.2.4 Timeliness: Merchants must adhere to the agreed-upon pick-up times to ensure a smooth and efficient process for customers. Delays or failures to provide timely service may result in penalties as outlined in the Merchant Contract.

6.3. Customer Experience

6.3.1 Service Quality: Merchants must ensure that the curbside service meets the high standards expected by customers, including accurate order fulfillment, timely service, and courteous interactions.

6.3.2 Feedback and Complaints: Merchants must address any customer feedback or complaints related to the curbside service promptly. The Platform reserves the right to monitor customer satisfaction and take action if service standards are not met.

6.4 Payments and Refunds

6.4.1 Payment Processing: Payments for curbside orders will be handled through the Platform’s payment system. Merchants will receive payments for orders according to the terms outlined in the Merchant Contract.

6.4.2 Refunds: Merchants are responsible for processing refunds for curbside orders in accordance with the Platform’s refund policy. Any disputes or issues regarding refunds will be handled in accordance with the terms specified in the Merchant Contract.

7 Marketing

7.1 Any Party may conduct marketing and advertising activities in relation to Goods as to be mutually agreed by both Parties. Such activities may be conducted through any channels such as social media, websites, or blogs. For the avoidance of doubt, MaCoffee may, at its own costs, provide promotional activities to customers to promote the business service of both Parties in accordance with these terms and conditions.

7.2 Merchant shall share with MaCoffee its marketing calendar and plan (including, without limitation, the discount detail and promotional item) for the mutual consideration of the marketing and advertising activities

7.3 Merchant agrees to disclose its promotional details items (including, without limitation, discounted items and sale promotional details) to MaCoffee, for conducting marketing and for the purpose of any promotion through MaCoffee Application.

7.4 Merchant gives its consent to MaCoffee in enjoying Merchant’s Intellectual Property Rights and/or right that Merchant is entitled to enjoy. The Merchant shall submit photos of Goods, at its own expense, to MaCoffee, as requested, to be used in MaCoffee Application.

7.5 Neither Party shall issue any statement, or announcement, or otherwise, by referring to the other Party in any manner, with respect to Merchant Contract, Addendum to Merchant Contract and/or these General Terms and Conditions of Merchant, or otherwise, without the prior written consent of such other Party.

7.6 MaCoffee and Driver Partner shall not be responsible for the availability of any gift, present, reward, bonus, or any other material (including, without limitation, discount or promotional Goods) in connection with any sale promotion activities provided by Merchant.

8 Platform Fee

8.1 MaCoffee has the sole discretion to determine the distribution of the discount provided by the Merchant between the user and the platform’s profit.

Merchants agree that MaCoffee may retain a portion of the discount as a Platform Fee, which is considered as compensation for marketing, promotion, and use of the platform’s services.

8.2 Initial No-Fee Period:

Merchants are not required to pay any Platform Fees during the initial period of using MaCoffee Application. This period allows the platform to assist the Merchant in increasing sales and building a customer base.

Once the platform has successfully helped the Merchant increase sales, MaCoffee will initiate discussions with the Merchant to establish the Platform Fee structure moving forward.

8.3 Disbursement to Merchants:

MaCoffee will disburse the remaining balance to the Merchant’s account on a scheduled basis, such as monthly or quarterly. This disbursement will occur after deducting the applicable Platform Fee and discount amount.

After each agreed-upon payment cycle, MaCoffee will calculate the total revenue generated by the Merchant, subtract the Platform Fee, and the amount associated with any discounts offered. The remaining balance will then be transferred to the Merchant’s account.

MaCoffee reserves the right to make adjustments to the disbursement amount if any discrepancies are found in the transaction records or in the application of fees and discounts. The Merchant will be notified of such adjustments.

MaCoffee will ensure that all disbursements are made in a timely manner, adhering to the agreed-upon payment schedule to facilitate smooth operations for the Merchant.

8.4 Transparency and Reporting:

MaCoffee will provide Merchants with regular reports detailing the total sales, discounts provided, Platform Fees deducted, and net amounts payable to the Merchant.

Merchants shall have access to transaction records and reports through the platform’s merchant dashboard.

8.5 Tax Compliance:

Merchants are responsible for complying with all applicable tax laws and regulations, including the reporting and payment of any taxes related to sales and Platform Fees.

MaCoffee may provide information to assist Merchants in understanding their tax obligations but is not responsible for the Merchant’s tax compliance.

8.6 Dispute Resolution:

Any disputes related to the calculation of discounts, Platform Fees, or disbursements shall be resolved through a negotiation process between MaCoffee and the Merchant. If a resolution cannot be reached, the dispute may be escalated according to the dispute resolution procedures outlined in the Merchant Contract.

9 Tax

9.1 As allowed by law, the Merchant will be regarded as the “retailer” or “seller” of all Goods for VAT purposes. The Merchant is responsible for collecting and remitting the applicable VAT and any fees under the Merchant Contract or its Addendum, which must be paid in Malaysian Ringgit.

9.2 Each Party is responsible for its own taxes related to the execution and fulfillment of their duties under the Merchant Contract, Addendum, and these General Terms and Conditions. However, VAT and withholding tax will be the Merchant’s responsibility. For clarity, the Income From Goods paid to MaCoffee will include VAT. If the Merchant deducts withholding tax, they must provide a withholding tax certificate to MaCoffee within 30 days from the date of each remittance of Income From Goods.

9.3 The Merchant will solely bear any stamp duty that arises from signing the Merchant Contract, its Addendum, or these General Terms and Conditions.

9.4 Unless otherwise specified in the Merchant Contract, Addendum, or these General Terms and Conditions, any payments made under these agreements must be made in full without any deductions or withholdings for taxes, duties, or government fees. This applies whether such obligations are imposed by the Malaysian government or other political authorities unless required by law.

10 Intellectual Property Rights

10.1 Under the Merchant Contract, Addendum, and these General Terms and Conditions, each Party (whether acting as a licensor or licensee) grants the other Party (and, in MaCoffee’s case, to its Affiliates) a limited, non-exclusive, non-transferable right to use the respective Party’s Marks (as defined below). This license is granted without charge, is limited to Malaysia, and is only for the purpose of fulfilling the obligations under the Merchant Contract, Addendum, and these General Terms and Conditions, including but not limited to marketing activities outlined in Clause 6. “Marks” refers to any trademarks, service marks (whether registered or not), trade names, copyrights, and other identifying symbols and logos of the relevant Parties.

10.2 The usage of one Party’s Marks by the other Party must conform to the form determined and approved by the owner of those Marks, unless explicitly stated otherwise in the Merchant Contract, Addendum, or these General Terms and Conditions. According to clause 6.4 of these General Terms and Conditions, neither Party can use the other’s Marks without prior written approval.

10.3 Unless specifically stated in the Merchant Contract, Addendum, or these General Terms and Conditions, any goodwill generated from the use of a Party’s Marks by the other Party will benefit the owner of those Marks.

10.4 Neither Party grants the other any license or rights to their intellectual property or other proprietary rights, beyond what is expressly set out in these terms.

11 Representations and Warranties

11.1 Each Party provides the following representations and warranties to the other:

11.1.1 Each Party possesses the necessary capacity and authority to enter into, execute, and fulfill the obligations under the Merchant Contract, any Addendums, and these General Terms and Conditions.

11.1.2 The terms outlined in the Merchant Contract, any Addendums, and these General Terms and Conditions are legally valid, binding, and enforceable against each Party.

11.1.3 The execution, performance, or adherence by a Party to its obligations under the Merchant Contract, any Addendums, and these General Terms and Conditions will not breach (a) any applicable laws, or (b) any other agreements to which it is a party or which impose obligations on it or its assets.

11.1.4 The Party is not in default of any contract it is bound by, which could significantly and negatively impact its financial status or its ability to meet its obligations under the Merchant Contract, any Addendums, and these General Terms and Conditions. Furthermore, no legal actions, proceedings, claims, litigations, or arbitrations are pending or threatened against the Party that could have similar consequences.

11.1.5 Each Party is in compliance with all applicable laws and holds all necessary licenses and permits required for their business operations.

11.1.6 The representative entering into the Merchant Contract, any Addendums, and these General Terms and Conditions on behalf of each Party is duly authorized and acts with binding effect.

11.1.7 Any content, media, or other materials used or provided under the Merchant Contract, any Addendums, and these General Terms and Conditions will not infringe upon or otherwise violate the Intellectual Property Rights of any third party.

11.2 Each Party guarantees that the representations and warranties specified in clause 10.1 will remain true as long as the Merchant Contract, any Addendums, and these General Terms and Conditions are in effect, and as long as there are any outstanding or unpaid Service Fee discounts, service fees related to the Merchant’s promotions, or Customer refunds. Each Party must promptly inform the other if any of these representations or warranties become inaccurate in any way.

11.3 The Merchant assures that it will not use the MaCoffee Food platform or the MaCoffee Application for any illegal activities (including drug trafficking or any actions that go against public order and moral standards).

12. Termination of Contract

12.1 Either Party has the right to terminate the Merchant Contract, any Addendums, and these General Terms and Conditions if the other Party breaches any of the terms and fails to rectify the breach within two (2) days of receiving notice from the non-breaching Party. Termination requires at least sixty (60) days’ prior written notice (which may include email) before the specified termination date.

12.2 The Parties acknowledge that the circumstances outlined in this Clause are crucial for their business cooperation. Therefore, the Merchant agrees that MaCoffee may immediately terminate the Merchant Contract, any Addendums, and these General Terms and Conditions, or temporarily suspend the Service, by providing written notice (including email) in the following cases:

12.2.1 If MaCoffee suspects any unlawful, illegal, or fraudulent activities by the Merchant, its employees, or agents.

12.2.2 If the Merchant consistently receives negative reviews from Customers, MaCoffee receives complaints about the Merchant, or the Merchant fails to fulfill orders properly.

12.2.3 If the Merchant violates any safety regulations related to Goods or any other relevant regulations.

12.2.4 If the Merchant engages in illegal or inappropriate conduct that could damage MaCoffee’s reputation, such as selling illegal items, overpricing products, or selling items at prices different from those listed in the Application.

12.3 The Merchant Contract, any Addendums, and these General Terms and Conditions will be automatically terminated if a Party ceases or suspends business operations, enters bankruptcy or insolvency proceedings, undergoes dissolution or merger, or becomes subject to any laws, regulations, or restrictions that prevent it from fulfilling its obligations under the Merchant Contract.

12.4 Termination of the Merchant Contract, any Addendums, and these General Terms and Conditions does not relieve the Parties of their obligations, responsibilities, or liabilities incurred before such termination.

13 Indemnity

13.1 Each Party (referred to as the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other Party, including its Affiliates, directors, officers, and agents (collectively, the “Indemnified Party”), from and against any and all claims, damages, or expenses (including reasonable attorney’s fees) (collectively referred to as “damages”) arising from: (a) the negligence or intentional misconduct of the Indemnifying Party, its employees, or agents during the performance of the Merchant Contract, any Addendum, and/or these General Terms and Conditions; (b) any claims resulting from the Indemnifying Party’s breach of the terms, conditions, contracts, representations, or warranties outlined in the Merchant Contract, any Addendum, and/or these General Terms and Conditions; (c) any claims that the Indemnifying Party’s Marks infringe upon the Intellectual Property Rights of any third party (assuming such use of Marks is approved by the Indemnifying Party); and (d) any failure to comply with applicable laws, including data protection laws, by the Indemnifying Party, its employees, or agents.

13.2 The Merchant agrees to indemnify, defend, and hold harmless the Indemnified Party from any third-party claims or losses arising from or related to the Merchant’s violation or alleged violation of laws and regulations pertaining to consumer protection, the sale of food, beverages, and other products, or health and safety regulations, except where such loss is directly caused by the gross negligence or intentional misconduct of MaCoffee and/or its employees.

13.3 Merchants assume full responsibility for the safety and suitability of the designated curbside area, as well as for ensuring the quality and accuracy of the orders fulfilled. The Platform shall not be held liable for any accidents, damages, or losses occurring within the curbside area or as a result of the curbside service.

13.4 Merchants agree to indemnify and hold the Platform harmless from any claims, damages, or liabilities that arise from the operation of the curbside service, including but not limited to claims related to customer injuries, property damage, or service failures.

13.5 Notwithstanding the provisions of the Merchant Contract, any Addendum, and/or these General Terms and Conditions, both Parties agree that neither Party shall be liable to the other for any loss of profits, goodwill, business opportunities, expected income, or any indirect or consequential losses or damages suffered by either Party.

14. Confidentiality

14.1 Both Parties agree that during the term of the Merchant Contract, any Addendum, and/or these General Terms and Conditions, the Receiving Party may obtain Confidential Information from the Disclosing Party. The Receiving Party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under the Merchant Contract, any Addendum, and/or these General Terms and Conditions. The Receiving Party must maintain the confidentiality of such information and shall not disclose it to any third party (except its directors, executives, officers, employees, auditors, or professional advisors who need to access such information for purposes related to the Merchant Contract, any Addendum, and/or these General Terms and Conditions), without the prior written consent of the Disclosing Party, both during the term of the Merchant Contract and after its expiration. However, this confidentiality obligation does not apply to information that:

14.1.1 Becomes public knowledge without any breach of the confidentiality obligations under the Merchant Contract, any Addendum, and/or these General Terms and Conditions;

14.1.2 Is required to be disclosed by law, regulation, rule, court order, government authority, regulator, or by the relevant stock exchange in Malaysia or in judicial proceedings; or

14.1.3 Is disclosed to the Receiving Party by a third party who is not affiliated with the Receiving Party, is not under an obligation to maintain its confidentiality, and the Receiving Party is not under any obligation to maintain its confidentiality.

15 Personal Data

15.1 Both Parties commit to fully adhering to their respective legal and regulatory obligations regarding Personal Data in relation to the Merchant Contract, any Addendums to the Merchant Contract, and/or these General Terms and Conditions of the Merchant Contract.

15.2 Where relevant, the Merchant hereby represents and guarantees that:

15.2.1 The Merchant will utilize, disclose, store, retain, or process MaCoffee Personal Data strictly for the purpose of fulfilling its duties under this Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant. Furthermore, the Merchant agrees not to use MaCoffee Personal Data for any direct marketing activities;

15.2.2 The Merchant consents to access MaCoffee Personal Data provided by MaCoffee exclusively for carrying out its responsibilities under this Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant, solely through the use of the Order Equipment or any other tools supplied by MaCoffee. The Merchant is prohibited from directly or indirectly extracting, duplicating, or retaining any Personal Data made available to it by MaCoffee;

15.2.3 The Merchant will ensure that MaCoffee Personal Data is safeguarded against unauthorized or accidental access, collection, use, disclosure, or destruction, and will implement necessary security measures to ensure such protection; and

15.2.4 The Merchant is obliged to inform MaCoffee in writing, without unnecessary delay (and in any case, within no more than twenty-four (24) hours) upon becoming aware of or suspecting any occurrence of the incidents outlined in sub-clause 15.2.3 and must promptly undertake all required actions to address the issue and prevent any recurrence.

15.3 Should there be any use or presentation of Personal Data related to the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant, or any attachments thereto, each Party assures that it has adhered to all applicable laws regarding the disclosure and usage of Personal Data as stipulated by this Agreement.

15.4 Each Party agrees to maintain the confidentiality of the Personal Data received under this Agreement and to refrain from using or processing such data in any manner without the prior written consent of the Personal Data owner, unless explicitly allowed under applicable laws.

16 Force Majeure

The Parties will be excused from performing their duties (excluding payment obligations) and from delays in fulfilling their responsibilities if such delays are due to events classified as Force Majeure. If the Force Majeure event persists for more than sixty (60) days (or for any other duration mutually agreed upon by both Parties), and both Parties are unable to reach a satisfactory resolution despite negotiating in good faith, either Party has the right to terminate the Merchant Contract by giving written notice (which may include email) to the other Party.

17 Severability

17.1 Should any provision of the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions be deemed invalid or unenforceable for any reason, this shall not impact the validity or enforceability of the remaining provisions within the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions.

17.2 If, due to a final ruling or directive from a competent court, regulatory body, board of directors, governmental authority, or any similar entity with jurisdiction over either Party, it becomes impossible to fulfill any part of the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant, whether wholly or partially, both Parties shall exert reasonable efforts to mutually amend the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions to ensure compliance with the said ruling or directive.

18 Costs and Expenses        

Unless otherwise stated in the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant, each Party shall be solely responsible for its own costs and expenses related to the negotiation, drafting, execution, and implementation of the terms and conditions set forth in the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions.

19 Assignment

Neither Party shall have the right to assign or transfer any of its rights or responsibilities (in whole or in part) to another entity or individual without first obtaining the prior written consent of the other Party. Notwithstanding this, the Merchant agrees that MaCoffee may assign or transfer any of its rights or obligations under this Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions to its Affiliates without requiring the Merchant’s consent. In such cases, the Merchant agrees to make all reasonable efforts to cooperate with MaCoffee and undertake necessary actions as requested by MaCoffee to facilitate such assignment or transfer. Both Parties agree that any such assignment or transfer of rights and/or obligations under the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions of Merchant shall be legally binding and effective.

20 Non-waiver

The failure or delay by either Party in exercising any right, including the right to indemnification, as provided in the Merchant Contract or under applicable law, shall not be construed as a waiver or forfeiture of such rights. This non-action does not prevent the Party from exercising any rights, including seeking indemnification, at a later time.

21 Notice

Unless otherwise stipulated in the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions, any notices required or permitted under these documents must be in writing (which may include email). Such notices will be considered properly given if delivered directly to a representative of the other Party, or sent via registered mail or email to the address or email provided in the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions, or to any other address or email address that one Party has notified to the other.

22 Counterparts and Electronic Signature

The Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions may be executed in one or more counterparts, including through electronic means as permitted by applicable law. Each copy is deemed an original document, but all counterparts together will constitute one unified agreement.

23 Amendment

MaCoffee retains the right to modify, amend, add to, or remove any provisions within these General Terms and Conditions at its discretion, based on business needs and reasons. MaCoffee will notify the Merchant of such changes within a reasonable timeframe using methods it deems appropriate (which may include email, notifications through the MaCoffee Application, or the Merchant Application). The Merchant agrees to regularly review and stay informed of any amendments to these General Terms and Conditions throughout the duration of the Contract.

24 Governing Law

24.1 The Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions will be governed by and interpreted according to the laws of Malaysia.

24.2 The Parties commit to making reasonable efforts to resolve any disputes, disagreements, or claims arising from or related to the Merchant Contract, Addendum to Merchant Contract, and/or these General Terms and Conditions through amicable negotiation in good faith. Should the Parties be unable to resolve the issue within thirty (30) days (or another mutually agreed period) following the written notice of the dispute, the matter will be submitted to the High Court of Kuala Lumpur.