Terms and Conditions V

SELLER TERMS AND CONDITIONS
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INTRODUCTION
These Terms and Conditions constitute a legally binding agreement between you as a Seller (“you” or “your”) and Shimmero Sdn. Bhd. (Company No.: 13223753-T), a company incorporated in Malaysia and having its registered address at G-6, Amara Boulevard, and Condominiums, Jalan Raintree Utama, Batu Caves, 68100, Kuala Lumpur.

This Agreement constitutes a legally binding agreement between EcoQueen (“hereinafter referred to as “us”, “our” or “EcoQueen”) and you as a seller of any products you sell on the EcoQueen Platform (hereinafter referred to as “you” or “Seller”) (each a “Party”, and collectively, the “Parties”).

By clicking the ‘I Agree’ button, you consent to unconditionally accept and be legally bound by this Agreement.

EcoQueen reserves the right to modify, update, and/or amend this Agreement from time to time at its sole and absolute discretion and without prior notice to the Seller. All modifications, updates or amendments will be notified to the Seller via the Platform and/or other methods of communication as prescribed by EcoQueen and by continuing to use the Platform after such modifications, updates or amendments have been posted and/or notified, you shall be deemed to have agreed to and accepted such modifications, updates or amendments.

THE PARTIES AGREE as follows:

1. DEFINITION & INTERPRETATION

1.1 Words importing the singular shall include the plural, words importing the masculine gender shall include the feminine and neuter genders, and words importing a person shall include their firm and corporation and vice-versa.
1.2 Any reference in this Agreement to any statute or statutory provision, order or regulation shall be construed as including a reference to that statute or statutory provision, order or regulation as from time to time amended modified extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders, regulations and directives modifying or extending the same.
1.3 The headings to the Clauses are inserted for convenience of reference and shall not be considered in the construction or interpretation of this Agreement. References to Recitals, Clauses, Appendices and Schedules are references to recitals, clauses of, appendices and schedules to this Agreement.
1.4 Unless otherwise stated, time in this Agreement shall be of the essence for the purpose of the performance of the Parties’ obligations under this Agreement.
1.5 The contra proferentum rule shall not apply to this Agreement.
1.6 “Platform” shall mean the online e-commerce marketplace platform provided on the EcoQueen website (www.ecoqueen.co) which enables you to sell your goods, products and/or services to end customers/users through our website.
1.7 “Products” shall mean the products, goods and/or services listed on our Platform by you to be sold or marketed to end customers/users who visit our Platform.
1.8 “Buyer/s” shall mean customers, users, potential or actual buyers who visit or use the Platform to purchase or browse through Products sold by you or EcoQueen on the Platform.

2. RELATIONSHIP & COMMENCEMENT OF SERVICES

2.1 EcoQueen operates and provides the Platform as a place for Sellers to gain the opportunity to market and sell its
Products to Buyers on the Platform (“Services”). The Seller agrees to use the Platform for marketing and selling its
Products to Buyers in consideration of EcoQueen charging the Seller transaction fees, cross border fee (for Sellers
domiciled outside of Malaysia), commissions, marketing charges (only if applicable) as specified in clause 3.3(d) of this
Agreement.
2.2 The Parties agree that:
(a) EcoQueen shall only act as a facilitator to help the Seller market the Products and accept payments from Buyers
who purchase the Products;
(b) EcoQueen acts solely as an e-commerce marketplace operator by creating, hosting, maintaining and providing the
Platform for the Seller’s use via the internet;
(c) EcoQueen at its sole discretion may conduct due diligence to evaluate the Product of the Sellers. However,
EcoQueen does not warrant or give any form of assurance that each and every product meet the said criteria set
hereinafter;
(d) Except as set forth herein, EcoQueen does not have any control or influence over the Products that are marketed or
transacted by the Seller;
(e) The seller shall determine and use their logistic partner/s for the purpose of delivering the Products until further
notice. Notwithstanding the aforementioned condition, Seller shall manage, facilitate and control deliveries for sales
made through the Platform. EcoQueen shall at all times be excluded of all/any liability that may arise as result of
non-delivery or actions or non-action of such pre-determined logistic partner/s and the Seller shall establish a contract
with the predetermined logistics partners without EcoQueen being a party to the said contract;
(f) Ecoqueen may upon giving reasonable notice to the seller appoint its own logistic partner for the purpose of delivery;
and
(g) The seller shall be responsible to manage the delivery of the Products to the Buyer within 48 hours using their own
delivery partner.
2.3 The Seller agrees and acknowledges the following :
(a) The Services provided by EcoQueen are solely in respect of facilitating the marketing and sale of the Seller’s Products
via the Platform;
(b) EcoQueen does not act in the capacity of a trustee, fiduciary party, or escrow agent in respect of the Seller’s funds,
but it acts as a custodian only. The Seller agrees that it shall not receive interest or other earnings on the funds
handled or processed by EcoQueen;
(c) The Seller shall register details of relevant financial institutions and/or credit/debit card associations via the seller
account prior to the provision of the Services by EcoQueen for receiving payments; and
(d) EcoQueen has absolute and indefinite right to approve and/or reject seller’s application, transaction or product or
service at any given time without any notice.
2.4 Before the commencement of EcoQueen’s provision of Services to the Seller, the Seller shall submit an application (in such form and substance as may be prescribed by EcoQueen in its sole and absolute discretion) to EcoQueen for the registration of an Account as a Seller on the Platform, correctly and completely filled in together with such supporting documents and/or information as may be required by EcoQueen in its sole and absolute discretion for EcoQueen’s consideration.
2.5 The Seller shall register an account and use the Services for marketing the Products and receiving the payments for Products of the Seller only upon receiving written notification of EcoQueen’s approval for the Seller’s registration for an account.
2.6 The Parties agree that this Agreement shall come into effect on the date on which the Seller’s Account is approved by EcoQueen and shall subsists until the date of termination and/or closure of the Seller’s Account on the Platform by the Seller or by EcoQueen in accordance to the terms of this Agreement (the “Term”).

3. OBLIGATIONS OF SELLER

3.1 The Seller agrees and undertakes to comply with the terms and conditions set forth in this Agreement and as follows:
(a) To comply with all Terms and Conditions, Policies, and any other requirements imposed by EcoQueen in connection with the Seller’s use of the Platform, as may be prescribed by EcoQueen in its sole and absolute discretion which is not limited to and includes the following;
i) The Seller shall be a registered company in Malaysia or registered as a company or any entity equivalent in the country the Seller operates.
ii) The Seller shall own the trademark/brand of the Product it sells. For the avoidance of doubt, drop shipping of Products on the Platform is not permitted and the Seller possess the stocks of Products sold on the Platform.
iii) Notwithstanding the Seller’s account being approved by EcoQueen, the Seller shall provide proof of sustainability of Products sold at any point of time to satisfy the sustainability requirements set by EcoQueen which may be updated from time to time at EcoQueen’s discretion. For the avoidance of doubt, EcoQueen shall have the right to audit and perform required due diligence on Products listed or to be listed on the Platform as and when required at the discretion of EcoQueen.
iv) The Seller shall upload only high-quality photos and provide accurate and detailed description of the Products for listing on the Platform.
(b) To observe and comply with all lawful regulations and directions as may be made or given to the Seller by EcoQueen from time to time;
(c) To ensure that the Seller complies with all relevant rules, regulations, and laws applicable to its obligations under this Agreement, and/or the Products which includes product testing and product registration requirements set by the relevant Malaysian authority that controls the sale of such products or any other government authority in a country that such Products are sold to;
(d) To conduct itself in a manner which does not result, directly or indirectly, in lowering the image, esteem, and/or reputation of EcoQueen at all times during and after this Agreement is in effect, and not act, publish or communicate any matter, whether personally or through any a third party, which brings EcoQueen into disrepute or prejudices EcoQueen;
(e) Seller shall have a duty to , deliver, disclose, and update information regarding its Products in such form and method as stipulated by EcoQueen;
(f) Sellers shall properly manage and ensure that relevant information such as the price and the details of Products, Product inventory amount and will not publish inaccurate or misleading information;
(g) The pricing of Products for sale are determined by the Seller at its own discretion. The price of a Product published on the Platform shall include any additional charges such as the prevailing sales tax, value-added tax, tariffs etc. Seller shall not charge Buyer any additional amount separately. Shipping charges however shall be determined and published on the platform by the Seller separate from the price of the Products listed; and
(h) To direct all queries concerns and complaints by Buyers regarding Products listed by Seller to EcoQueen.
3.2 Product Listing
The Seller shall ensure that all listings of its Products must contain the following information or feature(s):
(a) Complete description of the Products offered by the Seller;
(b) Indicate if there are any guarantees and/or warranties granted by the Seller and/or the supplier and/or manufacturer of the Products;
(c) Specify or indicate the Seller’s own Seller’s Refund Policy (hereinafter defined);
(d) Specify that the transaction currency, cost of products and/or services shall be in the currency of Malaysia, Malaysian
Ringgit (MYR);
(e) Specify any export restrictions (if any); and
(f) Specify any legal restrictions on the Products (if any).
3.3 Transactions and Payments
All parties transacting shall hereby collectively agree to the following :
(a) EcoQueen shall issue receipts/tax invoices or any evidence of receipt to Buyers as prescribed by law. Ecoqueen shall also have the right to identify and name the Seller in such issued receipts/tax invoices or evidence of receipt;
(b) The Seller acknowledges and agrees that in case of any damages and/or occurrence of errors as a result of EcoQueen’s performance of Services based on information as delivered by the Seller to EcoQueen, the Seller shall not claim any damages or costs against EcoQueen and/or shall be solely responsible to Buyers for such damages and costs due to such errors;
(c) The charges for the Services provided by EcoQueen to the Seller shall be as listed below (“Services Fees”). Notwithstanding, the Service Fees for the Services offered by EcoQueen are subject to review and changes, whereby in the event of any changes, such change in Service Fees shall be notified to you and shall be deemed accepted once it has been communicated to the e-mail address provided by you to EcoQueen:
i) Registration Fee: Free
ii) Product Listing: Free
iii) Marketplace Commission Fee: Free
(d) EcoQueen is entitled to review above fees from time to time and may impose a fee at a future date upon giving reasonable notice
(e) EcoQueen may offer Sellers with marketing packages to advertise and promote their product for a marketing fee as specified in clause 8.3 and 8.4. Such marketing subscriptions shall be discussed and mutually agreed with EcoQueen in advance and the subscription to such marketing packages shall be invoiced separately if subscribed to;
(f) You acknowledge that EcoQueen shall have the right to recover all costs that maybe incurred in relation to honouring sales of Products to Buyers on the Platform, including, but not limited to, costs in relation to Charge Backs, seller fees, fulfilment, warranties, returns and Product defects. These costs will be debited by your nominated payment method provided to us and you that you approve such debits from your account for the purpose ascribed above;
(g) All payments are made using the payment methods listed on the platform. In engaging the Platform and the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood, and agree to be bound by the terms and conditions of the payment methods listed on the Website, which are available on their website;and
(h) EcoQueen is supported by Debit Card and Credit Card payments. These payments are processed through third-party payment channels and fees may vary depending on the jurisdiction you are in.
3.4 Delivery
(a) The Seller must abide by the rules set by EcoQueen where by all delivery must be compliant with the agreement of Zero- Waste / Less waste packaging whereby minimal use of plastic is allowed;
(b) The seller shall determine and use a preferred logistic partner/s that can support the less plastic delivery method for the purpose of delivering the Products until further notice;
(c) EcoQueen may from time to time nominate/ link with logistic partners as they deem fit upon giving reasonable notice
as set out in Clause 2.2;
(d) The Seller must make the necessary arrangements to deliver the Products to Buyers within Stipulated Period which is within 48 hours and relevant order confirmation issued to Buyers;
(e) As soon as it is anticipated by the Seller that an agreed delivery timeline for a particular Product may not be met, the Seller shall update the Buyer through EcoQueen’s platform to arrange and agree for a substituted time for delivery of the Product, and inform EcoQueen regarding the same;
(f) The Seller shall bear all risk attached to the delivery of purchased Products and warrants that the Seller has or will obtain adequate insurance coverage for the delivery of purchased Products;
(g) In the event where purchased Products are damaged, lost or fail to be delivered within the specified course of delivery, the Seller acknowledges and agrees that EcoQueen will not be liable for any losses damages, expenses, costs or fees resulted therefrom and the Seller will reach out to the relevant delivery service provider to resolve such dispute; and
(h) The Seller shall comply with all local laws and regulations relating to importation and exportation of the Products.
3.4 Refunds
(a) EcoQueen shall refund or reimburse the payment to the Buyer for goods returned and the said monies paid purchasers may be refunded by EcoQueen within 30 days taking into consideration if there is a cross border sale . Upon the said disbursement by EcoQueen to Buyer, the Seller shall remit the same to EcoQueen’s authorized Bank Account within 7 working days;
(b) The Seller’s own Refund Policy (“Seller’s Refund Policy”) will be made available to Buyers on the Platform before Buyers place an Order;
(c) The Seller acknowledges that EcoQueen has an overarching return policy (“EcoQueen’s Refund Policy”), which applies to all Products listed on the Platform, and in the event of any conflict or inconsistency between the Seller’s Refund Policy and EcoQueen’s Refund Policy or any amendment thereof, the terms of EcoQueen’s Refund Policy shall prevail; and
(d) The Seller undertakes to strictly comply with its Seller’s Refund Policy and EcoQueen’s Refund Policy.

3.6 Price of Products

(a) The Seller shall ensure that the price of a Product listed on the Platform and shipping charges shall include the entire amount to be charged to a Buyer such as sales tax, value-added tax, tariffs, etc. and the Seller shall not charge a Buyer such amount additionally and separately;
(b) The Seller shall properly manage and ensure that relevant information published by the Seller on the Platform, such as the price and the details of Products, inventory amount and terms and conditions for sales is accurate and updated on the Seller’s listing on the Platform, and the Seller and shall not post inaccurate or misleading information. Furthermore, Seller agrees to indemnify and hold EcoQueen free and harmless of any liability that arise as a consequence of such inaccuracy, misleading and inconsistent information;
(c) The Seller agrees to bear full responsibility and liability for all Products offered by the Seller on the Platform;
(d) The Seller will have an option to join any promotion, price reduction or discounts offered by EcoQueen . The Seller shall be notified via email or notification via EcoQueen’s platform and seller can accept or reject the offer prior to the promotion announcement.
(e) The Seller will have an option to agree to the promotions and discounts that EcoQueen may offer throughout the year. In the case where the Seller agrees to be a part of the promotional activities to induce transactions with Buyers by reducing, discounting, or in other ways on Product listed on the Platform the final price that a Buyer will pay to the Seller through EcoQueen will be the price after the said discounted or reduced price is applied. The Seller agrees to absorb any and all cost related to providing the aforesaid price reduction or discounts to Buyers.
(f) For the purpose of promoting the sales of the items listed by the Seller, EcoQueen may post such items (at adjusted prices) on third-party websites (such as portal platforms and price comparison platforms) and other websites (domestic or foreign) operated by EcoQueen.

4. ACKNOWLEDGMENT OF RISKS IN ELECTRONIC TRANSACTIONS

4.1 The Seller has carefully considered and realizes that electronic transactions are of risk and accepts any consequent damages incurred from such electronic transactions.
4.2 The Seller agrees to strictly comply with the following:
(a) The Seller must keep, not less than six (6) months, sales records or proof of trade, delivery of goods/services and receipt of payments such as tax invoice, shipping slip, receipt, etc. as proof in the event of any disputes occurring thereafter;
(b) If EcoQueen desires to verify the Seller’s Transactions, the Seller agrees to provide EcoQueen with all relevant information and documents immediately or within such period as may be specified by EcoQueen orally and/or in writing;
(c) The Seller also agrees to assist EcoQueen in order to acquire such information and documents and shall not, in any circumstances, obstruct, weaken, destroy or hinder EcoQueen from acquiring such information and documents;
4.3 The Seller agrees and acknowledges that while EcoQueen may use various techniques to identify its users when they register an Account on the Platform. However, this shall not be construed as a guarantee nor an assurance of the authentication, of any Buyer's identity. EcoQueen shall not be held liable in any way whatsoever to the Seller or any third party for any fraud in connection with any Buyer’s identity.

5. REMITTANCE OF PAYMENTS BY ECOQUEEN

5.1 The Seller hereby irrevocably authorizes EcoQueen to cause all funds received on behalf of the Seller by EcoQueen in connection with the sale of Product to Buyers to be deposited on its behalf in EcoQueen’s banking accounts.
5.2 The Seller acknowledges that payment processing fees may be payable for successful Transactions completed via bank transfer, credit card or debit card on the Platform (“Payment Fee”) and is calculated according to the rates as notified to the Seller by EcoQueen from time to time on the Platform, rounded up to the nearest cent. The Seller irrevocably and unconditionally agrees to bear the Payment Fee.
5.3 The Seller acknowledges and agrees that the Payment Fee may be subject to sales tax and/or services tax (“Tax Amount”), and that the Seller is responsible for such Tax Amount. All taxes, customs, duties and other charges imposed or to be imposed by the governments or such other competent authorities in respect of the sale of the Products or transfer of funds to the Seller or in connection with this Agreement shall be borne by the Seller and the Seller shall reimburse and indemnify EcoQueen for the payment of the same in respect of the provision of the Services or in connection with this Agreement. If as a result of the introduction of new laws, by-laws rules or regulations or the amendment of the existing laws, by-laws rules or regulations which may be levied by the relevant authorities, the Parties hereto shall comply with the new laws and pay at such rate as may be determined by the relevant authorities. The Seller agrees to use reasonable efforts to do everything required by the relevant tax law or tax law of similar nature to enable or assist EcoQueen to claim or verify any input tax credit, set off, rebate or refund in respect of any Tax Amount or tax of similar nature paid or payable in connection with Products, and/or in respect of Services supplied under this Agreement. For the avoidance of doubt, the Seller shall be fully liable for any tax obligations imposed on it by any government authority in any jurisdiction for any reason.
5.4 If the Seller is located outside of Malaysia, additional fees may be payable for all successful transactions completed via bank transfer, credit card or debit card on the Platform (“Cross Border Payment”). The Cross Border Payment is borne by the Seller, and is calculated according to the rates as notified to the Seller from time to time on the Platform.
5.5 EcoQueen shall issue receipts or tax invoices for the Payment Fee, Tax Amount, and/or Cross Border Payment paid by the Seller on request.
5.6 Funds received by EcoQueen from sale of a Product to a Buyer shall be held by EcoQueen for a period of seven (7) days from the date of confirmation of delivery of the relevant Product to the relevant Buyer.
5.7 If a refund or return has been requested by Buyer, EcoQueen will hold the payment received from the Buyer for the Products purchased until the matter has been resolved.
5.8 Thereafter, such funds shall be remitted free of interest less any Payment Fee, Tax Amount and/or Cross Border Payment to the Seller’s account maintained by the Seller with EcoQueen (“Seller Account”) on the 4th working day of each and every succeeding week.
5.9 EcoQueen may vary the frequency of payment and date of payment as set out in Clause 5.3 above in its sole and absolute discretion by way of notification to the Seller.
5.10 The Seller hereby agrees that EcoQueen and/or financial institutions in which EcoQueen holds funds on behalf of the Seller (“Bank”) has absolute discretion not to remit all such funds received by EcoQueen and/or the Bank to the Seller if EcoQueen and/or the Bank reasonably believe that any of the following events has or might have occurred:-
(a) Products are returned by the Buyer for any reason whatsoever;
(b) Disputes exist between the Seller and Buyers, and/or the existence of pay chargebacks and/or fraud and/or forgery and/or suspicious transactions;
(c) The Seller is unable to furnish any document or record related to the relevant Transaction upon request of the Bank and/or EcoQueen;
(d) There has been a breach of this Agreement by the Seller or the Seller is suspected, expected, assumed or believed to be in breach of any of its obligations under this Agreement, or of any security measures or guidelines issued by the Bank;
(e) Non-compliance by the Seller with regard to the Transaction that may damage the goodwill of EcoQueen or reflect negatively on EcoQueen; and/or
(f) If this Agreement is terminated by EcoQueen for any reason whatsoever and/or
(g) Any other reasonable reason EcoQueen may deem just and fair.

6. ECOQUEEN ACCOUNT(S)

6.1 Upon registering an account as a Seller, the Seller shall be granted access to a Seller’s account on the Platform(“Account”).EcoQueen may prescribe such terms and conditions and/or policies applicable to the Seller Account as it deems fit and necessary in its sole and absolute discretion and may post such terms and conditions on the Platform.
6.2 If any of the following events occur:
(a) The Seller commits a breach of any of the terms of this Agreement as provided herein;
(b) EcoQueen is unable to verify or authenticate any information provided by the Seller to EcoQueen and the Seller refuses to co-operate or assist EcoQueen to verify and authenticate such information;
(c) EcoQueen believes with reasonable cause that the Seller Account or activities pose a significant credit or fraud risk to EcoQueen; or
(d) EcoQueen believes with reasonable cause that the Seller’s actions may cause financial loss or legal liability for EcoQueen or its users, EcoQueen shall be entitled at its discretion to take any actions and remedies but not limited to the following:
i) to hold on the funds in the Seller Account;
ii) to limit the funding sources and payments;
iii) to limit access to the Seller Account and any or all of the Seller Account's functions (including but not limited to
the ability to send money or making withdrawals from the Seller Account
iv) to limit withdrawals;
v) to indefinitely suspend or close the Seller Account; and/or
vi) refuse to provide the Services to the Seller.
6.3 In addition thereto, EcoQueen reserves the right to hold the funds beyond the normal distribution periods stated herein for Transactions it reasonably deems suspicious or for Seller Accounts conducting high transaction volumes to ensure integrity of the funds.
6.4 If EcoQueen closes the Seller’s Account pursuant to this Clause, EcoQueen will notify the Seller by giving a written notice and pay to the Seller all of the unrestricted funds held in its Seller Account. In addition, thereto, EcoQueen shall have a lien over the Seller Account and EcoQueen shall set-off against the monies in such Seller Accounts held with EcoQueen in respect of all sums due and owing to EcoQueen and/or to Buyers pursuant to the terms of this Agreement.
6.5 Upon the termination of this Agreement, the following provisions shall apply:
(a) Any pending Transactions to be performed will be cancelled.
(b) The Seller may not use closure of its Account or Seller Account as a means of evading investigation. If an
investigation is pending at the time the Seller closes its Account or Seller Account, EcoQueen may continue to hold its funds for up to ninety (90) days as appropriate to protect EcoQueen against the risk of reversals. If the Seller is later determined to be entitled to some or all of the funds in dispute, EcoQueen will release those funds to the Seller pursuant to clause 5.6 and 5.7 herein. The Seller will remain liable for all obligations related to its Account and/or Seller Account even after such Account and/or Seller Account is closed.
6.6 If the Seller does not access its Account and/or Seller Account for a period of six (6) months, it will be terminated by EcoQueen without further notice. After the date of termination, EcoQueen will use the Account and/or Seller Account and/or address information provided to EcoQueen to try to send the Seller any funds that EcoQueen is holding in custody for the Seller. In the event EcoQueen is unable to complete / transfer payment to the relevant Seller as a result of Seller’s inaccurate information and details, such funds will be subjected to the laws applicable to unclaimed property and monies.
6.7 Unless otherwise provided herein, EcoQueen reserves the right to open only one (1) Seller Account for the Seller. If it appears that the Seller has or obtains more than one (1) Seller Account, EcoQueen is fully entitled to cancel the other Seller Account(s) and retain only one of them for the Seller.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Seller acknowledges that all proprietary content, trademarks, service marks, brand names, logos and other Intellectual Property of EcoQueen displayed on the Platform are the property of EcoQueen and where applicable, third party proprietors identified in the Platform.
7.2 All provision of Intellectual Property Rights in the Users Terms and Condition shall also have effect under this clause.

8. MARKETING ACTIVITIES

8.1 EcoQueen may advertise and publicize in connection with the Products provided by the Seller. the Seller shall provide necessary marketing information, details, and particulars to facilitate and aid such advertisement and publication through various media or other networks from time to time as mutually agreed by both Parties.
8.2 The Seller agrees to advertise and publicize its Products as well as its use of EcoQueen’s Services in accordance with the provisions of this Agreement.
8.3 EcoQueen will share details for promotions and possible discounts to all Sellers in advance. Sellers have an option to join any promotion, price reduction or discounts offered by EcoQueen. The Seller shall be notified via email or notification via EcoQueen’s platform and seller can accept or reject the offer prior to the promotion announcement.
8.4 EcoQueen may offer Sellers with marketing packages to advertise and promote their product for a fee. The marketing subscriptions shall be discussed and mutually agreed in advance with EcoQueen.

9. REPRESENTATIONS AND WARRANTIES

9.1 The Seller hereby represents and warrants in favour of EcoQueen as follows:
(a) The Seller has the full right, power and authority to enter into and perform this Agreement and to grant to and
vest in EcoQueen all the rights herein set forth, free and clear of any and all claims, rights and obligations whatsoever and that this Agreement will be valid and binding on the Seller;
(b) All information provided to EcoQueen under this Agreement is true, correct, accurate, and not misleading;
(c) The Seller is engaged in a lawful business that includes the sale of Products, and shall comply with all laws, policies,
guidelines, regulations ordinances or rules applicable to the Seller’s business and this Agreement;
(d) All Products in respect of which EcoQueen will receive payments on behalf of the Seller pursuant to this Agreement
are not goods and/or services which are prohibited by law and good morals or that would expose EcoQueen’s image
to risk;
(e) All Products and each and every part thereof delivered and to be delivered by the Seller hereunder shall not violate
or infringe upon any applicable law, or any common law or statutory rights of any party including, without limitation, contractual rights, copyrights and rights of privacy and there shall not be contained in or incorporated into the Products and each and every part thereof delivered and to be delivered by the Seller hereunder, anything which would infringe or misappropriate any patent, mask work, design, copyright, trademark, trade name, service mark, database right, any application for any of the foregoing, moral right, trade secret right, any other proprietary right, or any publicity or privacy right of any third party and no third party shall have any right to assert any claim of ownership or for infringement or misappropriation of any intellectual property right as to any portion of the Products and shall not be obscene or defamatory and the Products will not expose EcoQueen to any civil or criminal proceedings;
(f) The Seller has obtained and shall continue to maintain all related permit(s) and/or licence(s) and/or consent(s) and/or authorisation(s) required for the provision of the Services, including but not limited to permits and licenses which shall be obtained from authorized government officials or pursuant to such applicable laws and requirements and shall submit copies of such permit(s) and/or licence(s) to EcoQueen, where required, and the Seller will obtain all written releases, consents and/or licenses for the Products;
(g) The Seller will acknowledge, execute and deliver all such further instruments or documents and perform all such
further acts and things as EcoQueen may from time to time reasonably deem necessary or desirable to give effect to the terms and provisions of this Agreement; and
(h) The Seller will hold EcoQueen free and harmless from and against any and all claims, demands, damages, expenses, losses or costs (including legal costs on an indemnity basis) or any sums paid in settlement arising out of or incurred as a direct or indirect result of any breach of the representations, warranties, agreements and undertakings of the Seller contained in this Agreement.
9.2 Each Party hereby represents and warrants that:
(a) It has the power to enter into, exercise its rights, and perform and comply with its obligations under this Agreement;
(b) The performance of its obligations under this Agreement does not and will not contravene or constitute a default under any provision contained in any contract, deed or licence by which it is bound or affected or to which it is a party;
(c) Its obligations under this Agreement are valid, binding and enforceable in accordance with their terms;
(d) No litigation, arbitration or administrative proceedings is current, pending or threatened, so far as it is aware:-
(i) to restrain the entry into, exercise of its rights, or the performance or enforcement of or compliance with its
obligations under this Agreement; or
(ii) to have a material adverse effect on any such obligation;
(e) That there is no pending winding up action and/or bankruptcy proceeding initiated or threatened against the Seller;
(f) It shall conduct its obligations under this Agreement in compliance with any and all
applicable laws, rules and regulations as may be imposed by the relevant authorities.

10. TERMINATION

10.1 The Seller shall be entitled to terminate or cancel the seller’s account on EcoQueen at any time upon completing all
transactions. The Seller is advised to provide notice via electronic communication to EcoQueen to terminate this Agreement in the following circumstances:
(a) Where the other Party is in breach of its obligations or any terms or warranties of this Agreement and where such
breach is capable of remedy, fails to remedy the same within the time period reasonably stipulated by the non-
defaulting Party in writing;
(b) If winding up or bankruptcy proceedings have been instituted or are being instituted against other Party or the other
Party commits any act that may result in any action for winding up being taken against the non-defaulting Party;
(c) The development, production, performance of the Services is prevented or interrupted by an event of Force Majeure
for more than fifteen (15) consecutive days or an aggregate of thirty (30) days;
(d) The other Party commits a breach of this Agreement, and such breach constitutes a breach which is material and
incapable of remedy; and/or
(e) If the other Party engages in any conduct prejudicial to the first mentioned Party’s business or the Services generally.
(f) If is mandated by the governing, authoritative body
(g) If the provision of Service to you by EcoQueen is in the view of EcoQueen no longer commercially viable or profitable.
(h) If the Seller fails to comply with any of EcoQueen’s standards, policies and guidelines in relation to being a Seller on
the Platform.
10.2 Notwithstanding clause 10.1 hereinabove EcoQueen, EcoQueen shall be entitled to terminate this Agreement immediately
by notice through e-mail notification to the Seller if the Seller:
(a) Shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an Order
of Court is made for its compulsory liquidation or being an individual shall become bankrupt or have a receiving order
made against any of his assets;
(b) Shall enter into any composition or arrangement with its creditors;
(c) Shall have a receiver appointed over the whole or any part of its undertaking or assets;
(d) Shall suffer any encumbrances taking possession of or a receiver or trustee being appointed over the whole or any
part of its undertaking, property or assets;
(e) Shall have an order made against it or have a resolution passed for its winding-up;
(f) Any of its directors and/or business owners has been blacklisted by a Bank;
(g) Is involved in or is suspected to be involved in fraudulent, counterfeit, suspicious and/or wrongful and/or unlawful
activities;
(h) Carries out activities which cause EcoQueen to violate any applicable laws;
(i) Performs any other activity that may result in undue economic hardship or damage to the goodwill of EcoQueen;
(j) Carries out irregular Transactions, excessive chargebacks, fails to comply with any applicable data security
standards, as determined by EcoQueen , or is subject to an actual or suspected data security breach, or any other
circumstances which, in the discretion of EcoQueen, may increase the risk exposure of EcoQueen or otherwise
present a direct or indirect financial or security risk to EcoQueen;
(k) Violates any applicable laws, rules, and/or regulations;
(l) Consistently fails to satisfactorily meet Buyers’ expectations of professionalism in selling the Products, including
consistently selling defective and/or faulty and/or dangerous and/or counterfeit and/or unlicensed Products;
(m) Fails to comply with EcoQueen’s Terms and Conditions and/or Policies and/or fails to consistently deliver the Products in a timely fashion; and/or
(n) Breaches this Agreement and where such breach is capable of remedy, fails to remedy such breach within fourteen (14) days following the date of a written notice from EcoQueen specifying in detail the material breach and requiring its cure.
10.3 The following provisions shall apply upon termination of this Agreement howsoever arising:
(a) The Seller shall continue to comply with all of the obligations on the part of the Seller under this Agreement which
are not affected by termination;
(b) All Transactions between the Seller and Buyers shall be terminated;
(c) The Seller shall not be entitled to claim from EcoQueen any cooperation, damages or payment for or in respect of by reason of such termination;
(d) Subject to Clause 6, the Seller may withdraw all monies due to the Seller in the Seller’s Account as at the date of such termination;
(e) Any claim which either Party may have against the other in respect of any breach or non-performance or
repudiation of any of the provisions of this Agreement which shall have occurred prior to such termination shall not
be affected or prejudiced and all rights of termination under this Agreement are in addition to and separate from any
other rights of the Parties at law.
10.4 Any delay or deferment by EcoQueen in exercising any right of termination shall not constitute a waiver of that right.

11. CONFIDENTIALITY

11.1 Each Party to this Agreement shall maintain confidentiality of the terms and conditions of Agreement herein, any confidential information, documents and/or materials which it may acquire in relation to the other Party, the business and financial affairs of either Party and either Party’s dealings with any third parties (collectively referred to as “Confidential Information”). The Parties shall not use, and/or disclose Confidential Information except with the prior written consent of the Party affected by the use or disclosure and shall further agree to take reasonable precautions to ensure that its employees, agents, contractors, subcontractors, sub-licensees, solicitors and other advisers (collectively referred to as “Approved Third Parties”) keep all such information confidential. Where disclosure of Confidential Information is disclosed for the aforesaid reasons, parties shall ensure to disclose Confidential information only to the extent necessary to enable the discharge of duties and responsibilities by such Approved Third Parties. The Parties shall also ensure that all their Approved Third Parties comply with the level of confidentiality stipulated in this Agreement and shall undertake appropriate measures to protect Confidential Information received by them hereunder from loss and each Party shall ensure that no part of the Confidential Information is copied or reproduced in any form without the express written permission of the other Party except for such copies and to such extent as may be necessary for the conclusion of the Services. Each Party shall also not be permitted to sell, licence, develop or otherwise exploit any parts, products, services, documents or information which embody in whole or in part any Confidential Information save and except as contemplated by this Agreement. Upon the termination of this Agreement for whatever reason, the Seller shall return and deliver up to EcoQueen all Confidential Information of EcoQueen.
11.2 The Seller acknowledges that it shall not issue any press release or make any statement, or any public announcement to
the trade or general public relating to or concerning this Agreement, the Seller’s association with EcoQueen and/or its related companies or any Confidential Information related to the Productss and/or EcoQueen’s Intellectual Property Rights without the express prior written consent of EcoQueen. The Seller undertakes to use the Confidential Information solely for the purpose of this Agreement and the Seller agrees not to divulge or reveal any matters relating to the Products with the media or with third parties in such circumstances where the media may obtain information relating to the Services from such third parties. In addition, the Seller agrees that the Seller will not pass to or release to any person (other than persons authorized by EcoQueen to render services in connection with the Services) any information or any item whatsoever that comes into the Seller’s possession.
11.3 Nothing contained in this Clause shall prevent any Party from disclosing any Confidential Information to its officers,
employees, agents, service providers and contractors, involved in the performance of this Agreement, provided that such disclosure shall be made in confidence and only to the extent necessary to enable the discharge of duties and responsibilities owed to such Party. Nothing contained in this Clause shall prevent any Party from disclosing any information to the extent required in connection with legal proceedings amongst one or more of the Parties in relation to this Agreement, or as required pursuant to law or an order of court, or the requirements of any governmental, statutory, or regulatory authority, or any stock exchange regulations. Further, any information described in Clause 11 shall not be deemed proprietary or confidential in the following circumstances:
(a) It is or becomes publicly known through no wrongful act by any third party or by the Party disclosing or seeking
to disclose;
(b) It is already known to the Party disclosing through lawful means; or
(c) It is rightfully received by the Party disclosing or seeking to disclose from a third party having the right to disclose.

11.4 Personal Data
(a) The Parties agree to comply with all data protection provisions including, without limitation, the Personal Data Protection Act 2010 (“PDPA”) and any other applicable legislation relating to data protection and in this respect, the Parties agree that each other shall be permitted to collect and store the Personal Data of its employees and/or independent contractors for administrative purposes and purposes relating to this Agreement. Each Party hereby consents to the (without limitation) following provisions:-
(i) Processing of the Personal Data by the other Party and the transfer to and subsequent processing thereof, locally and outside Malaysia, by any companies related to that Party; and
(ii) Transfer of the Personal Data by the other Party to third parties authorised by the other Party, locally and outside Malaysia, and the processing of the Personal Data by such third parties who, in the normal course of their business, require such access to, and carry out the processing of, the Personal Data.
(b) Where either Party receives any Personal Data from a Buyer, it shall ensure that it fully complies with the provisions of the PDPA and only deals with the Personal Data to fulfil its obligations under this Agreement.
(c) The Seller shall indemnify EcoQueen for any breach of the PDPA by the Seller which renders EcoQueen liablefor any costs, fines, claims or expenses howsoever rising.
(d) Each Party shall take all reasonable steps and measures to ensure that all its partners, contractors, employees or agents comply with this clause and the provisions of the PDPA where they are processing any Personal Data of a Buyer.
(e) The Seller must ensure the security and confidentiality of a Buyer’s information at all time and protect from any unauthorized access or the use of such confidential information that could result in substantial harm to the Buyer and violation of the PDPA.

For the purpose of this Clause 11:-

“Personal Data” includes all information arising from or relating to the performance of the employees and/or independent contractors of each Party’s duties hereunder that relates directly or indirectly to the employee and/or independent contractor, which such employee and/or independent contractor is identified or identifiable from including, without limitation, information in respect of the employee and/or independent contractors’ physical or mental health, racial or ethnic origin and religious or similar beliefs and/or in respect of criminal or civil proceedings involving the employee and/or independent contractor;

“process” means the collection, recording, organization, storage, adaptation, alteration, retrieval, use, disclosure whether by transmission, dissemination or otherwise making available, alignment, combination, blocking, erasure, destruction, and other operation or set of operations as prescribed in the PDPA; and

“third parties” includes but is not limited to the Parties’ authorised service providers, the Parties’ future principal, government or quasi-governmental organisations and the potential purchaser of the Parties or their businesses or part thereof.

The consent granted to the other Party, whether represented or not, does not replace any other consent and authorization that was already provided to the other Party (if any), and shall continue in effect notwithstanding the termination of this Agreement. The Seller agrees to comply with the provisions of EcoQueen’s Personal Data Protection/Privacy Notice/Policy.

11.5 The obligations of each of the Parties herein shall continue in effect notwithstanding the termination of this Agreement.
11.6 Without the prior written consent of the other Party, a Party may not use the names, designs, trademarks, copyrighted materials, or any other intellectual property of the other Party, its agents, or any of either’s related companies, employees, assigns, successors, or licensors/ees (a) in any advertising, publicity, or promotion of the Parties; (b) to express or imply any endorsement of any work of the Parties; or (c) in any manner other than in accordance with this Agreement or as otherwise expressly authorized by the other Party in writing.
11.7 The Seller acknowledges that a breach of any of its undertakings or obligations under this Clause may cause EcoQueen irreparable damage for which monetary compensation alone will not suffice or be adequate. The Seller accordingly agrees that EcoQueen shall be entitled to seek injunctive relief and other equitable relief along with monetary compensation to prevent or curtail any actual or threatened breach by the Seller of the provisions of this Clause.

12. NOTICES

12.1 Any notices or demands served under this Agreement shall be in writing and shall be delivered personally or despatched by prepaid registered mail or transmitted by email (with requested acknowledgement of receipt) to, in the case of the Seller, the details provided by the Seller to EcoQueen in its application for registration of an Account, and in the case of EcoQueen, to EcoQueen’s details as set out on the Platform.
12.2 Any Party may change its address and/or contact details for the purposes hereof by written notice to the other. Notices shall be effective:-
(a) If delivered personally, on the date of delivery;
(b) In the case of domestic mail, if transmitted by prepaid registered mail, on the date falling seven (7) days after posting; provided that it shall be sufficient to show that the envelope containing such notice or information was properly addressed and sent by prepaid post and that it has not been so returned to the sender, to prove that such notice or information has been duly sent;
(c) If transmitted by facsimile, on the date of transmission, provided that it shall be sufficient to show that the facsimile has been despatched with the appropriate delivery receipt received to prove that such facsimile has been duly sent; and
(d) If transmitted by electronic mail (“email”) or other electronic communication methods, on the date of transmission, provided that it shall be sufficient to show that the email has been despatched with the appropriate delivery receipt received to prove that such email has been duly sent.

13. LIABILITY & INDEMNITY

13.1 EcoQueen will not be liable for any damages, compensation, medical or hospitalisation costs incurred, in respect of any injury and/or loss sustained by the Seller in the course of EcoQueen’s performance of the Services.
13.2 The Seller acknowledges and agrees that in the event the Services hereunder have any disruption, error or delay or have been temporally suspended, arising from service connection system issues or computer system issues or any relevant system or virus attack or electronic equipment problems and/or any causes beyond EcoQueen’s control, EcoQueen shall not be liable for such disruption, error, or delay and the Seller shall not have any claim against EcoQueen in connection with the same and shall notify EcoQueen immediately regarding such disruption, error, or delay. EcoQueen will use its best efforts to resolve the issue, and the Seller agrees to fully assist and cooperate with EcoQueen to resolve such issue.
13.3 The Parties hereby agree that EcoQueen shall not be held liable in any manner whatsoever in the event there is a dispute between the Seller and any Buyers, unless it can be reasonably proven by the Seller that such dispute arose, directly or indirectly, from the negligence, fraudulent act, default, breach and/or omissions committed by EcoQueen in the provision of the Services under this Agreement.
13.4 The Seller shall not hold EcoQueen and its holding company, affiliates, subsidiaries, employees and its suppliers liable in any way for any losses or liabilities and shall indemnify EcoQueen against any claims brought by any regulatory body, any governmental or non-governmental authorities, Buyers or any third party for matters caused by, directly or indirectly, by the Seller or any third parties related to the Seller in connection with the use of or access to the Services. The Seller shall forthwith reimburse EcoQueen for any fine imposed and all costs (legal or otherwise) and/or damages incurred by EcoQueen.
13.5 EcoQueen shall under no circumstances be liable to the Seller, its holding company, subsidiaries, employees and its suppliers for:
(a) any online services offered by third parties and accessible from the Platform;
(b) any exposure of users of the Platform to third parties’ online services providing prohibited material or other undesired
experiences through the use of the Platform; or
(c) any act or omission on the part of any third parties not within the control of EcoQueen.
13.6 The Seller will indemnify and hold EcoQueen, its respective successors, licensees and assigns officers, directors, shareholders, members, managers, employees and agents of each of them, harmless from and against
(a) any and all liabilities, actions, proceedings, claims, demands, judgements and expenses (including legal fees on a solicitor and own client basis) whatsoever which may be made against or suffered or incurred by them, individually and/or collectively, in consequences of any circumstance or allegation which, if assumed as true, would also constitute a breach of any covenant, agreement, obligation, representation or warranty of any breach of the aforesaid warranties or undertakings of the Seller;
(b) any claim of ownership of the Products, elements thereof, or rights in respect of same which is adverse to the rights
and claims of EcoQueen hereunder;
(c) the Products or the Seller’s withdrawal or failure to deliver the Products during the Term and for clarity, the Seller
shall indemnify EcoQueen for the acts and omissions of the individuals engaged by the Seller;
(d) any claim of any negligent act, omission, or wilful conduct of the Seller and/or its employee(s);
(e) any claim made due to any death, injury, adverse reaction, allergy, damage and/or any loss to a Buyer or any third
party due the Products sold by the Seller on the Platform (any of the foregoing, a “Claim”). The Seller’s obligations under this Clause shall survive notwithstanding the termination or expiration of this Agreement. For the avoidance of doubt, the Seller shall also indemnify EcoQueen against any and all liability, loss, damage, costs and expenses which EcoQueen or a third party may incur or suffer whether direct or consequential (including but without limitation any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against EcoQueen by a third party alleging infringement of its Intellectual Property Rights by reason of the use or exploitation of the Products.
13.7 EcoQueen shall take reasonable steps to notify the Seller of any Claim and permit the Seller to control the defence and
settlement of any Claim, except that the Seller shall not enter into any settlement that affects EcoQueen's rights or interest without the EcoQueen's prior written approval, which shall not be unreasonably withheld or delayed. EcoQueen shall reasonably cooperate, at the Seller’s expense, in the defence of any Claim by the Seller.
13.8 In the event that the Services are terminated prior to the completion of the Term, the Seller shall have no claim against
EcoQueen, its respective successors, licensees, assigns or clients for any matter whatsoever.

14. MISCELLANEOUS

14.1 This Agreement constitutes the complete understanding of the Parties and supersedes any and all other contracts,
representations, and arrangements, whether oral or in writing, heretofore made by the Parties with reference to the subject matter hereof. No modification or waiver of any provision shall be valid unless made in writing.
14.2 If any provision of this Agreement is determined to be invalid or unenforceable, it shall be deemed amended to conform
to applicable laws or if it cannot be amended, it shall be stricken from this Agreement and the remainder of this Agreement will nevertheless be deemed valid and binding.
14.3 Notwithstanding anything else herein, Parties agree that the Seller may not subcontract, assign, or delegate this
Agreement nor any rights or duties hereunder to any third party, including by operation of law, without the prior written consent and approval of EcoQueen. Subject to the foregoing, this Agreement shall inure to the benefit of the Parties and their respective successors and permitted assigns.
14.4 No breach of any provision hereof can be waived unless done so in writing. Waiver of any one breach of any provision
hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.
14.5 Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship or any
other relationship between the Parties hereto or their successors or assigns or renders any Party liable for the debts or liabilities of any other Party. For the avoidance of doubt, the Seller shall not have any authority to enter into any agreements, arrangements, contracts, or execute any instrument of dealing on EcoQueen’s behalf and shall have no authority whatsoever to bind EcoQueen to any of the foregoing, unless expressly authorised to do so in writing by EcoQueen.
14.6 Each Party shall bear its own costs and expenses in relation to the execution of this Agreement.
14.7 This Agreement may be signed electronically. The words “execute,” “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures, and electronic signatures shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Electronic Commerce Act 2006.
14.8 The English language version of this Agreement shall be the controlling version. Any translations made of this Agreement shall be for convenience purposes only and shall have no legal effect.

15. FORCE MAJEURE

15.1 No failure or omission by any Party to carry out its obligations or observe any of the stipulations or conditions of this Agreement, shall give rise to any claims against the Party in question or be deemed a breach of this Agreement, if such failure or omission arises from a cause of Force Majeure.
15.2 Upon the occurrence of any Force Majeure event, the Parties shall for the duration of such event(s) be relieved of any obligation under this Agreement as is affected by the event(s) save that the provisions of this Agreement shall remain in force with regards to all other obligations under this Agreement which are not affected by the event(s).
15.3 If any Force Majeure event shall continue for a period exceeding thirty (30) days, any Party may at any time thereafter, upon giving notice to the other Party, elect to terminate this Agreement whereupon Clause 10.3 shall apply mutates mutandis.

16. ANTI-BRIBERY, ANTI-MONEY LAUNDERING & WHISTLE-BLOWING

16.1 Each Party will implement, maintain and enforce adequate procedures designed to prevent persons associated with that Party engaging in conduct which contravenes the Malaysian Anti-Corruption Commission Act 2009 (“MACCA”), and/or the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”).
16.2 The Parties shall undertake all necessary measures to comply with the MACCA and/or AMLA, and the Parties agree that
no agent, representative, affiliate, officer, employee or other person acting on behalf of the Parties has, and shall not directly or indirectly breach any law or regulation relating to anti-corruption and/or anti-money laundering and/or anti-terrorism financing (including but not limited to the MACCA and/or AMLA) or directly or indirectly or by or in conjunction with any other person corruptly give, promise, or offer to any person whether for the benefit of that Party or of another person, any Gratification in relation to the provision of the Services or any subject matter related to the Services or otherwise in connection to any dealing the Parties may have with each other, as an inducement to or a reward for, or otherwise on account of any person doing or forbearing to do anything in respect of any matter or transaction, actual or proposed or likely to take place, or any officer of a public body (and/or foreign public official) doing or forbearing to do anything in respect of any matter or transaction, actual or proposed or likely to take place, in which the public body (and/or foreign state or public international organization for which the foreign public official performs any official duties) is concerned.
16.3 Nothing in this Agreement shall prohibit a Party from reporting possible violations of law or regulation made by the other
Party or any Gratification sought or made or making disclosures that are protected under the Whistleblower Protection Act 2010 or performing duties to report bribery transactions under the MACCA and/or money laundering and terrorism financing activities under the AMLA. Prior authorization or notification shall not be required for a Party to make any such reports or disclosures.
16.4 Further to Clause 13.2 above, EcoQueen shall be entitled to terminate this Agreement immediately and to be indemnified
by the Seller for all liability, losses, damages, costs and expenses arising from any breach by the Seller as contemplated under Clause 13.2 above.
16.5 For the purposes of this Agreement, “Gratification” shall mean any :
(a) money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any
description whether movable or immovable, financial benefit, or any other similar advantage;
(b) any office, dignity, employment, contract of employment or services, and agreement to give employment or render
services in any capacity;
(c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
(d) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
(e) any forbearance to demand any money or money's worth or valuable thing;
(f) any other service or favour of any description, including protection from any penalty or disability incurred or
apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already
instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty;
and
(g) any offer, undertaking or promise, whether conditional or unconditional, of any Gratification within the meaning of any
of the preceding items (a) to (f).

17. DISPUTE RESOLUTION

17.1 In the event of any dispute between the Parties regarding this Agreement:

(a) Unless any Party to this Agreement has done all acts, matters and things necessary on its part to be done to
comply with Clauses 14.1(c) to 14.1(f) and Clause 14.2, that Party may not commence Court proceedings relating to
any dispute arising from this Agreement except where that Party seeks urgent interlocutory relief in which case that
Party need not comply with Clauses 14.1(c) to 14.1(f) and Clause 14.2.
(b) Where a Party to this Agreement fails to comply with Clauses 14.1(c) to 14.1(f) and Clause 14.2, the other Party to this Agreement need not comply with Clauses 14.1(c) to 14.1(f) and Clause 14.2 before commencing Court proceedings relating to any dispute or difference.

(c) In the event that the Parties are in dispute regarding any matter relating to or arising out of this Agreement, then each Party may by notice in writing to the other Party refer the dispute to the authorized representatives of the Parties who shall consult with one another in good faith and use their best endeavours to resolve such dispute to the mutual satisfaction of both Parties without the resort to litigation or arbitration.
(d) In the event the aforesaid representatives fail to resolve the dispute in accordance with Clause 14.1(c) above, either representative may by notice in writing to the other Party refer the dispute to the Directors of EcoQueen and the Seller who shall consult with one another in good faith and use their best endeavours to resolve such dispute to the mutual satisfaction of both Parties without the resort to litigation or arbitration.
(e) In the event that the dispute cannot be resolved pursuant to Clause 14.1(c) and Clause 14.1(d) within a reasonable
time the Parties agree that the dispute between them shall be determined by mediation without resort to litigation or arbitration.
(f) The Parties agree to do all things required to facilitate the mediation, including agreeing on the choice of mediator. In the event that the Parties fail to agree on a mediator, the President of the Malaysian Bar Council shall appoint the mediator. Cost associated with the mediation shall be borne equally between the Parties.
17.2 In the event all attempts to resolve a dispute relating to or arising out of this Agreement shall fail pursuant to Clauses 14.1(c) to 14.1(f), the Parties agree that any controversy or claim arising out of or related to this Agreement, or the breach, termination or invalidity thereof, shall be decided by the Malaysian Courts.

18. GOVERNING LAW

This Agreement shall be construed in accordance with and shall be governed by the laws of Malaysia and the Parties agree submit to the non-exclusive jurisdiction of the courts of Malaysia.