Seller Policy Pages

1. Definitions and Interpretation 1.1 The following terms used in this Agreement (including these General Terms and Conditions) or in any document referred to in this Agreement shall have the following meanings unless otherwise expressly defined in this Agreement or therein: “Agreement” means the form attached to these General Terms and Conditions for the ezbuy Merchant Registration, including any schedule, appendix or other attachment attached to any of the foregoing, including all amendments, supplements and variations thereto; “Applicable Law” means any applicable law, statute, regulation, order, judgment or guideline passed or issued by Parliament, the Government or any competent court or authority in Malaysia, whether now or in the future; “Business Day” means any day other than a Saturday, Sunday or public holiday in Singapore; “Contribution” has the meaning given to it in clause 6 of these General Terms and Conditions; “Customer Account” means the registered account of the Customer on the CMS Platform; “Driver” means the party who delivers the products ordered by the Customer through the ezbuy Platform; “Effective Date” means the date on which ezbuy approves the ezbuy Merchant Registration Form submitted by the Merchant; “Merchant Outlet” means the merchant outlet owned, managed and registered by the Merchant to enable ezbuy the restaurants or business premises of the Service, as may be amended and added from time to time in accordance with the agreement of the Parties; “Merchant Profile” means the details of the Merchant as set out in the Agreement; “Merchant SOP” means the standard operating procedures for the Merchant to use the ezbuy Services, which may be amended from time to time by ezbuy at its sole discretion, with or without notice; “Merchant Wallet” means the fund account held by the Merchant with CMS for holding transaction funds; “Net Sales” means the total price of the Products in the Transaction, excluding any taxes (including but not limited to any sales and service tax): (a) after deduction of any discounts by the Merchant on the ezbuy Platform; (b) excluding the Merchant Service Fee, Merchant Surcharge and other fees (if any and as applicable) recorded in the systems of ezbuy or its affiliates; “Order” means an order for Products made by a Customer on the ezbuy Platform; “Parties” means CMS and Merchant collectively, and “Party” means any of them; “Product” means the food and/or beverages sold by the Merchant through the ezbuy Platform; “Service Fees” has the meaning given to it in Section 7.1 of these General Terms and Conditions; “ezbuy Platform” means ezbuyFood Platform” means the food ordering and delivery platform operated by ezbuy on the ezbuy Platform for the purpose of providing the ezbuyFood Services; “ezbuyFood Services” means the food ordering and delivery platform services through which Merchants are able to sell their Products and Customers can order Products through the ezbuyFood Platform, where delivery may be made by a Driver or in any other manner determined by ezbuy; “Transaction” means any transaction in which a Customer orders and pays for Products from a Merchant through the ezbuyFood Platform; and “Transaction Funds” means the total amount paid by a Customer for a transaction conducted through the ezbuyFood Services on the ezbuyFood Platform. 1.2 In the Agreement (including these General Terms and Conditions): (a) a reference to a statutory provision shall include that provision and any statute made under it, whether before or after the date of that provision, amending or re-enacting the provisions of this Agreement from time to time, and shall also include any past statutory provision or statute (as amended or re-enacted from time to time) directly or indirectly replaced by that provision or statute; (b) a reference to "writing" or "writing" shall include any visible reproduction; (c) a reference to "including" shall be construed as "including but not limited to"; (d) a reference to a "clause" or "schedule" shall mean the clause or schedule to these General Terms and Conditions (unless the context otherwise requires); (e) unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a particular gender shall include the other gender (masculine, feminine or neuter). 1.3 The headings in the Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the construction of the Agreement. 2. Scope The Agreement attached to these General Terms and Conditions contains the terms for the provision of the ezbuyFood Services (as may be amended from time to time). 3. Term This Agreement shall continue in full force and effect for a period of 1 (one) year from the Effective Date and shall automatically renew for successive periods of 1 (one) year unless either party gives the other written notice at least thirty (one) days prior to the expiry of any term. 4. Description of ezbuyFood Services 4.1 Merchants acknowledge and agree that the ezbuyFood Services provided by ezbuy are limited to (a) referring customers to Merchants; (b) acting as an intermediary between Customers and Merchants, accepting orders and receiving payments from Customers on behalf of Merchants; and (c) acting as an intermediary between Customers and Merchants, including communicating orders and making payments from Customers to Merchants. ezbuy may make changes to the ezbuyFood Services, or suspend the ezbuyFood Services, at its sole discretion, without prior notice. 4.2 ezbuy shall display the range of products offered by the Merchant on the ezbuyFood Platform, provided that such range has been communicated to ezbuy and meets the criteria determined by ezbuy separately and communicated to the Merchant. 4.3 The Merchant shall provide ezbuy with all information necessary for ezbuy to display the Products on the ezbuyFood Platform, including menus, products, product availability at any Merchant Outlet, opening hours and locations of the Merchant Outlet, logos, images, prices and corporate identity as required by ezbuy (“Necessary Information”). For the avoidance of doubt, if the Merchant fails to provide ezbuy with the Necessary Information, ezbuy shall be entitled to use any information available to ezbuy, including any images relating to the Products on the ezbuyFood Platform. Any changes to such information must be notified to ezbuy by the Merchant at the latest seven (7) business days before the changes take effect. 4.4 Merchants shall continuously verify the information published by CMS and shall promptly notify CMS of any errors or inaccuracies (within 1 hour of becoming aware of the errors or inaccuracies). For the avoidance of doubt, the Merchant’s menu, products, logos, images, prices, company identity and other relevant information of the Merchant may be displayed on the ezbuyFood platform and other media (including but not limited to Twitter, Facebook and Google AdWords campaigns). 4.5 Merchants acknowledge and agree that CMS does not provide transportation services and does not act as a transportation service provider, courier, postal service provider, delivery service provider, caterer or agent of any party. EZBUY makes no representations or warranties and does not guarantee the quality, safety and/or legality of any product. EZBUY does not guarantee the identity of any customer or ensure that the customer will complete the transaction. 4.6 Merchants acknowledge and agree that the actual contract for the sale of goods is directly between the Merchant and the customer and CMS is not a party to such contract and shall not bear any responsibility, obligation or liability in connection with any such contract and any. Disputes arising from any product are solely between the Merchant and the relevant customer. 4.7 Merchants must handle any refunds and/or claims arising from transactions, including but not limited to chargebacks. CMS can assist merchants in handling refund and/or claim procedures, and merchants further agree that CMS may, at its sole discretion, decide to return transaction funds to customers without the merchant's prior approval. 4.8 CMS reserves the right to suspend a particular transaction and/or Customer Account and/or Merchant Wallet and/or ezbuyFood Services if CMS believes that any of the following circumstances have occurred: (a) ezbuy believes that it is necessary or desirable to protect the security of Customer Account and/or Merchant Wallet and/or ezbuyFood Services; (b) ezbuy believes that the transaction (i) violates the terms of this Agreement or violates the security requirements of Customer Account and/or Merchant Wallet and/or ezbuyFood Services; (ii) is suspicious, unauthorized or fraudulent transaction related to, including but not limited to, money laundering, terrorist financing, fraud or other illegal activities; (c) if the transaction is for the sale of goods and/or services that are not part of the Merchant's agreed products or business activities or are deemed to violate applicable laws; (d) if the Merchant engages in prohibited activities stipulated in the Merchant SOP or any other policy of CMS or any applicable laws; or (e) otherwise related to CMS's compliance with any applicable laws. 4.9 ezbuy may, at its sole discretion, provide periodic education to the Merchant regarding the development of the ezbuyFood Service, including any changes or additions to the ezbuyFood Service facilities. 4.10 ezbuy reserves the right to deduct from the Transaction Funds the Service Fees to which ezbuy is entitled and the Contribution (if any) for providing the ezbuyFood Service through the ezbuy Platform. 4.11 If ezbuy provides any equipment to the Merchant in connection with the provision of the ezbuyFood Service (“Equipment”), including but not limited to Electronic Data Capture (EDC), the Merchant agrees that it shall be responsible for such Equipment and shall be obliged to return it to ezbuy in good condition upon termination of the ezbuyFood Service. Further details on the use of the Equipment, technical and operational support and/or resolution of issues related to the Equipment may be provided by ezbuy in the Merchant SOP and/or published by ezbuy on the ezbuy Platform, which shall apply and bind the Parties. 5. Obligations 5.1 Merchants shall register as Merchants using the ezbuyFood Merchant Registration Form or any other method determined by ezbuy. Merchants shall integrate ezbuyFood Services into Merchant Outlets and operate in accordance with ezbuy’s instructions and policies (as may be amended from time to time). 5.2 Merchants shall not allow any transactions for any products or items prohibited and restricted by applicable laws or CMS policies. 5.3 Merchants shall retain records related to transactions for at least seven (7) years from the date the transaction occurred. 5.4 Merchants shall conduct their business and operate Merchant Outlets in accordance with applicable laws and ensure that their business activities are not prohibited by applicable laws. 5.5 Merchants shall at all times hold all relevant licenses and permits for conducting Merchant business, including any food safety laws and regulations. Merchants must immediately notify CMS (not more than one (1) hour after receipt of the notice) if Merchants become aware of any violation of their business or if relevant authorities discover that their business violates any applicable laws. 5.6 Merchant represents and warrants to CMS that: (a) to the best of its knowledge, it has not received funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and Merchant has not transferred funds to or from illegal sources. To the extent that Merchant becomes aware of any such transactions, Merchant agrees to immediately notify CMS of the suspension of any such transactions and/or Customer Accounts and/or Merchant Wallet; (b) the information related to the products published on the ezbuyFood Platform complies with all legal requirements, including all information related to the protection and welfare of customers and any laws and regulations related to the sale of food; (c) the information provided by Merchant to CMS is current and accurate and does not infringe the intellectual property rights of any third party; (d) the products offered, prepared and sold to customers are of merchantable quality and safe for consumption and their storage, production and preparation comply and will comply with all relevant retail, restaurant and food safety regulations and those of ezbuy and any applicable laws; (e) all licenses required by current laws and regulations are in place and there are no ongoing criminal, bankruptcy or tax proceedings or other penalties pending in connection with the business operations of Merchant; and (f) not solicit data and/or information from customers or other parties on behalf of CMS and/or its affiliates in any manner without the prior written approval of CMS and/or its affiliates. 5.7 If any product spoils, is defective, or causes food poisoning, allergies or other consequences affecting any customer, the Merchant shall bear full responsibility and/or liability for such events and shall release and indemnify CMS from any claims, damages or losses in connection with such matters. 5. Person”) is not currently the subject of any sanctions imposed or enforced by applicable government authorities in Singapore (collectively, “Sanctions”), nor is the Merchant located, organized or resident in a country or region currently subject to Sanctions. The Merchant shall not use the ezbuyFood Services in any manner that would cause any party to violate Sanctions. The Merchant and its subsidiaries and affiliates have not knowingly entered into any transaction or dealing with any person or party, or in any country or region, who is or has been the subject of Sanctions at the time of the transaction or dealing. 5.9 The Merchant agrees that it and its affiliates shall conduct their business in compliance with applicable laws relating to anti-corruption laws and shall not, directly or indirectly, take any action that would result in a violation of such laws, including, without limitation, directly or indirectly, offering, providing or promising anything of value to any government authority or government official that would result in a violation of any such laws. The Merchant and its affiliates shall at all times operate in compliance with all material aspects of applicable laws relating to anti-money laundering and financial record keeping and reporting requirements. 5.10 The Merchant shall not: (a) decode or perform any reverse engineering of the systems of the cms or cms food platform; (b) perform any operation that could cause damage to ezbuy or ezbuyFood (c) any action aimed at copying, duplicating and/or stealing the information and/or data of ezbuyFood Services, ezbuy and/or customers. 5.11 Merchants agree to participate in ezbuyFood's promotional and marketing activities , including co-funded events (“Events organized by ezbuy (“Promotions”)”). If the Merchant wishes to withdraw from participating in the Promotions, the Merchant shall notify CMS’s Customer Service of its intention and complete the withdrawal form. EZBUY shall process the withdrawal request within fourteen (14) days of receipt of the completed withdrawal form. 5.12 The Merchant shall be responsible for maintaining the confidentiality of any and all identification credentials, passwords, personal identification numbers (PINs) or any other codes used to access the Merchant Wallet. The Merchant shall be solely responsible for all activities that occur under its Merchant Wallet, even if such activities or use are not carried out by the Merchant. EZBUY shall not be liable for any loss or damage arising from any unauthorized use of the Merchant’s credentials or the Merchant’s failure to comply with these Terms. 6. ezbuyFood Co-funded Events If the Merchant participates in the Event, the Merchant’s contribution to the Event (“Contribution”) shall be based on each Net Sales recorded in the EZBUY system. CMS shall notify the Merchant of its share of the Contribution in the relevant Event by email or any other means determined by CMS in its sole discretion. 7. Fees and Taxes 7.1 In consideration for the ezbuyFood services provided by ezbuy, the Merchant shall pay to ezbuy a service fee (the “Service Fee”) as set out in the ezbuyFood Merchant Registration Form. The Service Fee shall be charged on each Net Sales Transaction based on a successful transaction recorded in the cms system. The Service Fee shall be exclusive of any service and sales tax (SST), and the Merchant shall be responsible for any taxes charged by ezbuy on the Service Fee. 7.2 The terms for settlement of transaction funds after deduction of the Service Fee, Contribution (if any) and/or other fees (if any) will be further specified in the Merchant SOP and may be changed by CMS at its sole discretion. 7.3 Unless otherwise required by applicable law, the Merchant hereby authorizes ezbuy and/or its affiliates to initiate debit or credit entries to the Merchant Wallet at any time by written notice to the Merchant for certain reasons, including the following: (a) to correct any errors in the processing of any transaction and/or instruction provided by the Merchant to CMS, including but not limited to double payments; (b) CMS determines that the Merchant has engaged in any fraudulent or suspicious activities and/or transactions; (c) in connection with any rewards or rebates; (d) in connection with any uncollected fees or contributions (if any); (e) in connection with the resolution of any transaction dispute, including any compensation due to or from the Merchant; (f) any other reasons related to any transaction determined by CMS in the future. 7.4 ezbuy may, in its sole discretion, modify the Service Fee, Contribution or any other applicable fees or include any additional fees at any time by written notice to the Merchant. 7. Taxes") and undertakes to pay all such taxes promptly. If Merchant fails to pay Taxes and CMS is required to pay such Taxes and (if applicable) any related penalties, CMS shall be entitled to recover such amounts paid by CMS. 8. Intellectual Property 8.1 Ezbuy and/or its licensors retain and shall retain all rights, title and interest in and to all copyrights, trademarks and other intellectual property rights therein and related thereto, except as expressly granted to Merchant in the Agreement. 8.2 Merchant grants Ezbuy a worldwide, non-exclusive, royalty-free, non-transferable license only during the term of this Agreement to reproduce, use and display the intellectual property rights licensed to Merchant by or for the purpose of performing this Agreement. Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights of Cgwlcms for its use or licensing. 8. 3 Merchant represents and warrants that it owns or is the lawful licensee of all intellectual property rights used under this Agreement, that there is no infringement or violation of any third party's proprietary rights or intellectual property rights, and that no other party will claim the same ownership of such intellectual property rights. 8.4 All reports, specifications and other similar documents compiled or prepared in the course of this Agreement, including those relating to Documents, materials relating to the ezbuyFood Services and any derivative of any intellectual property rights granted by either party shall be the absolute property of the party throughout the preparation thereof and at any time thereafter. For the avoidance of doubt, all intellectual property rights subsisting in all reports, specifications and other similar documents set out in these Terms shall at all times belong to the relevant party. 8.5 Each party warrants to the other party that it will not use any of the other party's trademarks in connection with any marketing activities, including but not limited to promotions, without the other party's prior written consent. Notwithstanding the foregoing, ezbuy shall have the right to use the merchant's trademarks to promote the ezbuyFood Services and related promotions on all platforms in all media worldwide. 9. No Warranty 9.1 The ezbuyFood Services are provided "as is" without any representation or warranty of any kind, whether express, implied or statutory. ezbuy and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. ezbuy is not responsible for any material provided through ezbuyFood ezbuy does not have any control over the products paid for the service. ezbuy does not guarantee continuous, uninterrupted or secure access to any part of the food service, and the operation of the ezbuy website may be temporarily suspended for maintenance or upgrades, or be interfered with by many factors outside of ezbuy's control. ezbuy will make reasonable efforts to ensure that the ezbuyFood service is processed in a timely manner, but ezbuy makes no representations and warranties as to the amount of time required to complete the processing. 9.2 ezbuy is not responsible for any of the following: (a) any suspension or refusal to accept payments that ezbuy reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or improperly formatted information; (c) hardware, software, mobile devices and/or Internet connections are not able to operate properly due to (including but not limited to) viruses, outages or other forms of system disruption (such as unauthorized access by third parties); (d) any of the circumstances set out in clause 4.8. (a) any suspension or refusal to accept payments that CMS reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices and/or Internet connections are not functioning properly due to (including but not limited to) viruses, interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any circumstances set forth in Section 4.8. (a) any suspension or refusal to accept payments that CMS reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices and/or Internet connections are not functioning properly due to (including but not limited to) viruses, interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any circumstances set forth in Section 4.8. interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any circumstances set forth in Section 4.8. 10. Confidentiality and Personal Data 10.1 Each party shall keep confidential and shall not disclose to any person or use for its own or any other person’s benefit, directly or indirectly (except for the proper performance of its obligations under this Agreement), any Confidential Information disclosed, provided or otherwise made available to the Receiving Party by or on behalf of the Disclosing Party. “Confidential Information” means confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and trading conditions, details of customers, suppliers, debtors or creditors, information relating to the Disclosing Party or any of its officers, directors or employees, affiliates, marketing information, printed matter, rates and rate schedules, contracts, in whatever form, format or medium, whether machine readable or human readable, including in written, oral or tangible form and including information communicated or obtained by meeting, document, correspondence or inspection of tangible things. This clause shall not apply to any Confidential Information which, upon disclosure, provision or otherwise made available by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available except as a result of any breach by the Receiving Party. 10.2 The Receiving Party may disclose Confidential Information to (a) its directors and employees, provided that their duties would require them to have access to such Confidential Information, provided that the Receiving Party instructs such directors and employees to treat such Confidential Information as confidential and not to use such Confidential Information for any purpose other than the proper performance of their duties; (b) its external auditors, lawyers and professional advisors, the Recipient shall ensure that the persons to whom such information is disclosed are contractually bound by the provisions of these Terms and incorporate appropriate confidentiality provisions into their employment and other applicable contracts. 10.3 The Parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data in connection with this Agreement. For the purposes of this Agreement, “3 The Parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data in connection with this Agreement. For the purposes of this Agreement, "3 The Parties to this Agreement shall comply with their respective obligations as Data Users and Data Processors as required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data in connection with this Agreement. For the purposes of this Agreement, "Personal Data" means Personal Data having the meaning ascribed thereto, which is under the control of the Data User and which the Data Processor needs or is required to provide services for the performance of this Agreement; "Data Processor" means, in relation to Personal Data, any person (other than an employee of the Data User) who processes Personal Data solely on behalf of the Data User and does not process Personal Data for any personal purpose; and "Data User" means any person who alone or jointly or in common with any other person processes any Personal Data or controls or authorizes the processing of any Personal Data but does not include the Data Processor. 10.4 The confidentiality obligations under this Clause 10 shall survive termination of the Agreement and/or until the Confidential Information enters the public domain. 11. Force Majeure 11.1 The Parties are exempted from all obligations and liability for delays in work caused by force majeure. "Force Majeure" means any unforeseeable, unavoidable event and/or extraordinary circumstances beyond the reasonable control of the Parties, including but not limited to epidemics or pandemics (2019 11.2 If any party is delayed or prevented from performing its obligations under this Agreement due to a Force Majeure Event, it shall notify the other party in writing as soon as possible after the occurrence of the Force Majeure Event. 12. Termination 12.1 Each party may terminate this Agreement immediately upon: (a) the filing of a petition for bankruptcy, insolvency or any arrangement or composition or assignment for the benefit of its creditors, or the appointment of a receiver or manager of that party or its business, or the voluntary (other than reorganization or amalgamation) or compulsory liquidation of that party; (b) in the event of a material breach of this Agreement by the other party, or if the non-breaching party considers that such breach is capable of being remedied and is given an opportunity to remedy, but such breach is not remedied within 30 (thirty) days from the date of notification of such breach by the non-breaching party; (c) ezbuy Suspected of any illegal activity, illegal and/or fraudulent activity by the Merchant and/or the Merchant’s employees or agents; (d) The other party’s breach or failure to comply with any applicable law that may adversely affect the non-breaching party in any material respect, including any food safety or other regulations relating to restaurants and/or meals; (d) 30 (thirty) days prior written notice to the other party for any reason or no reason. 12.2 Termination of the ezbuyFood Services shall not relieve or limit the obligations, liabilities and responsibilities of the Merchant or ezbuy incurred prior to termination. Including any food safety or other regulations relating to restaurants and/or meals; (e) 30 (thirty) days prior written notice to the other party for any reason or no reason. 12.2 Termination of the ezbuyFood Services shall not relieve or limit the obligations, liabilities and responsibilities of the Merchant or ezbuy incurred prior to termination. Including any food safety or other regulations relating to restaurants and/or meals;(f) Number of cancelled orders due to non-submission 10-20 orders (including 20 orders) delayed loan to 30 days, more than 20 orders will be forced to remove all products from the store, and all funds in the account will be frozen for 180 days .(g) 30 (thirty) days prior written notice to the other party for any reason or no reason. 12.2 Termination of ezbuyFood Services shall not relieve or limit the obligations, liabilities and responsibilities of Merchant or cgwlcms arising prior to termination.

13. Assignments 13.1 Merchant shall not assign any of its rights under this Agreement to any person without the prior written consent of CMS. 13.2 Merchant shall not allow any other person (except Customer) to use CMS Food Services without the prior written consent of CMS. 13.3 The provisions of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. 14. Relationship of the Parties; Drivers as Independent Contractors 14.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between Merchant and CMS. Neither party shall have the authority to enter into any type of agreement on behalf of the other party. 14.2 The driver agrees that the third-party agreement to provide food delivery services to customers is an independent agreement between the customer and the driver, and the driver is not an employee or agent of CMS.14.3.ezbuy provides transportation services. If you choose ezbuy suppliers to ship, ezbuy will bear all guarantees for the transportation and quality of the goods. However, if the merchant uses a transportation method other than ezbuy, ezbuy will not be liable to any party for any act, negligence, failure, lateness or refusal to provide transportation services by the driver. 14.4 ezbuy will guarantee the safety, reliability, compatibility or ability of the driver during the performance of his obligations to deliver products from the merchant to the customer. Merchant hereby indemnifies and releases cms from any and all liability, claims, causes, 15. Indemnification Merchant shall indemnify cms, its affiliates and their respective officers, directors, employees, agents and third party contractors (the “Indemnified Parties”) from and against any losses, liabilities, costs and expenses (including full reimbursement of any legal and professional fees) suffered or incurred by the Indemnified Parties in connection with any claim brought or threatened by a third party in connection with any product, Merchant’s use of the ezbuyFood Services or the ezbuyFood Platform and/or any breach of any provision of this Agreement, but arising out of or in connection with the Except as caused by the negligence, malice or willful misconduct of ezbuy. Notwithstanding any other provision herein, the parties agree that neither party shall be liable to the other for any loss of profits, goodwill, business opportunities and anticipated savings, or any indirect or consequential loss or damage suffered or incurred by either party. 16. Governing Law; Dispute Resolution This Agreement shall be governed by the laws of Singapore. In the event of any dispute, controversy, claim or disagreement of any kind arising between the parties in connection herewith (a "Dispute Notice"), the parties shall attempt to resolve such Dispute within thirty (30) days of receipt by either party of (1) the other party notifying the other party of the existence of the Dispute, by mutual discussion between the senior management of both parties. If the Dispute cannot be resolved through mutual discussions within thirty (30) days, it shall be referred to and finally settled by arbitration at the Asian International Arbitration Centre (“AIAC”) in accordance with the AIAC Arbitration Rules then in effect, which Rules are deemed to be incorporated herein by reference. There will be one (1) arbitrator, to be appointed by both parties. If the parties cannot agree on an arbitrator, the arbitration shall be appointed by the Director of the AIAC in accordance with the AIAC Rules. The language of the arbitration shall be English. The place and venue of the arbitration shall be Kuala Lumpur, Malaysia. The parties agree that Part III of the Arbitration Act 2005 shall not apply to this Agreement or to arbitration proceedings arising out of this Agreement. Until the determination of any arbitration proceedings under this Agreement, this Agreement and the rights and obligations of the parties shall remain in full force and effect, 17. Notices 17.1 All notices under this Agreement shall be given by email to the following address: Email: hk.ezbuymall@gmail.com. Attention: Group General Counsel (b) If sent to the Merchant, to the address listed in the Merchant Details or by such other method or means as determined by ezbuy.17.2 All notices under this Agreement shall be deemed to have been duly given: (a) if delivered personally, when left at the address required under this Section 17; (b) if sent by overnight courier, on the second (2nd) Business Day after the courier picks it up; (c) if sent by email, on the day it is sent, provided such email is sent before 5:00 pm on a Singapore Business Day; and if sent after 5:00 pm on a Business Day or on a non-Business Day, on the next Business Day. In the event that the Merchant sends notices by email, 18. No Waiver The failure of a party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce such or any other provision of this Agreement. No waiver shall be construed as a continuing waiver. 19. Severability If any part of this Agreement is held invalid, illegal or unenforceable, such part shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by applicable law. 20. Entire Agreement This Agreement (including all attachments and other documents referred to herein, including but not limited to the Merchant SOPs) shall be deemed to have been given to the Merchant and shall not be deemed to have been given to the Merchant or any of its subsidiaries or successors. and ezbuy's Standard Operating Procedures for the provision of ezbuyFood Services) represent the entire agreement between the parties with respect to its subject matter, which the parties shall be bound by. All matters not set forth in this Agreement shall be set forth in the Merchant SOP or any other document published by CMS on the CMS Platform. The Merchant SOP is an integral part of this Agreement and by agreeing to this Agreement, the Merchant agrees to abide by the Merchant SOP. If there is any discrepancy between any terms of this Agreement and any terms of the Merchant SOP on the ezbuy Platform or ezbuyFood Platform regarding the provision of ezbuyFood Services, the provisions of the Merchant SOP shall prevail. Last updated: May 1, 2024

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