Last updated: [20 March 2023]
T-BROKER MARKETPLACE ESTORE SUBSCRIPTION AGREEMENT
Please read these Seller Terms and Conditions carefully before replying ‘I ACCEPT’ to be registered as an E-store Seller for purposes of the Marketplace website and/or platform.
This Marketplace website and/or platform (“Website”) is operated by HYPE DMC TRAVEL SDN. BHD (“we”, “us”, “our” or “HDT”). The services that we provide via the Website include making available the Website and the online platform “Marketplace”, as a platform for the marketing, advertising, and sale and purchase of travel and tourism related goods and services between seller(s) and buyer(s) who are registered users of the Website.
HYPEDMC and the SUBSCRIBER shall be collectively referred to as the “Parties” and individually as the “Party,” as the case may be.
- HDT is the exclusive distributor appointed and developed by Travel Ideas Online Sdn Bhd. HDT is responsible for distributing and marketing the TBroker Marketplace, the E-Store website engine, and the Qoni corporate booking platform in Malaysia.
- The SUBSCRIBER is a travel agent/travel partner based in Malaysia, actively promoting travel products to their own network of clients.
- The Parties agree to cooperate in the manner and for the purpose as described in this Agreement and in accordance with the terms and conditions herein.
DEFINITIONS AND INTERPRETATIONS – DEFINITIONSIn this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
- Business Day: a day (excluding Saturdays, Sundays, and public holidays) when government departments and banks are open for business in Malaysia.
- Confidential Information: all technical know-how, financial information, and commercially valuable information in any form, including unpatented inventions, trade secrets, formulae, graphs, drawings, designs, tables, flow charts, process charts, biological, chemical and/or botanical materials, samples, germplasm materials, devices, models, know-how, copyright in and to documents/software and other materials of whatever description claimed confidential by the Disclosing Party or over which it has full control. It includes all other such information in the possession of the Disclosing Party’s employees or management.
- Disclosing Party: the party who discloses its Confidential Information to the other party.
- Individuals: any person, including the SUBSCRIBER’s customers and members procured by the SUBSCRIBER.
- Intellectual Property Rights: the rights in and to trade secrets, copyright, confidential information, patents, industrial designs, database, know-how as well as moral rights and similar rights of any type under laws of any governmental authority, domestic or foreign, or such similar rights in any country of the world which are owned by the Parties in relation to this Agreement.
- EStore: the website engine powered by Travel Ideas Online Sdn Bhd.
- Parties: HDT and the SUBSCRIBER.
- Personal Information: personal information or data, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or data, collected by either Party during the operation, management, or administration of the Services.
- Receiving Party: the party who receives Confidential Information from the other party.
- Services: the travel services provided and technology distributed by HYPEDMC, as described on the SUBSCRIBER’s website or as otherwise agreed upon by the parties.
- Subscriber: the individual or entity accessing or using the Services provided by HYPEDMC.
- Settlement of Transaction: the transactions as contemplated in Schedule 1 of this Agreement.
- Websites: the websites operated by the Subscriber that are covered by this Agreement, as listed in Appendix A.
DEFINITIONS AND INTERPRETATIONS – INTERPRETATIONS
In this Agreement, unless the context otherwise requires:
- Recitals and headings are for convenience and do not affect the interpretation of this Agreement.
- Words in singular form also include the plural, and vice versa.
- Words referring to a gender include any gender.
- A natural person includes any corporation or other legal entity.
- A reference to a party to a document includes their successors and permitted assigns.
- Other grammatical forms of defined words or phrases have the same meaning.
- Reference to any statute or statutory provision includes all by-laws, instruments, orders, rules, and regulations made under it.
- “This Agreement” includes written amendments, supplements, or novation of this Agreement and any documents that amend, waive, supplement, or novate the terms of this Agreement.
- References to a date or time are in Malaysia.
- If the day on which any act is to be done is a Sunday or public holiday, then that act must be done on the next Business Day.
- Any agreement, notice, consent, approval, disclosure, or communication must be in writing.
- Obligations to do an act include obligations to procure that it be done.
- “RM” means Ringgit Malaysia.
- “Days” mean Gregorian calendar days.
- “Including” or “include” means “including without limitation.”
- No rule of construction applies to the disadvantage of a party responsible for preparing this Agreement.
- Any capitalized term used in this Agreement but not defined herein shall have the meaning ascribed to it in the applicable law or industry practice.
- HDT agrees to provide the SUBSCRIBER with access to the EStore website engine.
- The SUBSCRIBER is responsible for maintaining the content and accuracy of its own website.
- The SUBSCRIBER must comply with all relevant laws, regulations, and guidelines.
- HDT may provide reasonable assistance to the SUBSCRIBER upon request, subject to the payment of agreed fees.
- HDT may modify or update the Services at its sole discretion and without prior notice to the SUBSCRIBER.
- HDT is not liable for any loss or damage arising from factors outside its control.
- HDT shall provide training and support to the SUBSCRIBER, subject to payment of agreed fees.
- HDT may suspend or terminate the provision of Services in the event of a breach by the SUBSCRIBER or applicable law or regulation.
- HDT provides the Services on an “as is” basis and makes no warranties or representations of any kind.
- HDT is not responsible or liable for transactions between the SUBSCRIBER and its customers or members. The SUBSCRIBER is solely responsible for the settlement of all transactions.
- The Parties acknowledge and agree that HDT may provide the Services to other travel agents or travel partners in Malaysia, and that nothing in this Agreement shall be construed as restricting HYPEDMC from providing such services to any other person or entity.
SUBSCRIPTION FEESSubscriber agrees to pay HDT the subscription fees as set forth on the HYPEDMC’s website or as otherwise agreed upon by the parties. Subscription fees may be subject to change upon prior written notice from HYPEDMC.
SETTLEMENT OF TRANSACTIONSIn the event that HYPEDMC receives any funds on behalf of the Subscriber as a result of transactions conducted through the Subscriber’s website, the Company agrees to transfer such funds to the Subscriber within seven (7) days of receipt. The Subscriber agrees to promptly notify HYPEDMC of any such transactions and provide any necessary information to facilitate the transfer of funds. In the event of any dispute arising out of or related to the transfer of funds, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the parties are unable to resolve the dispute within thirty (30) days.
TERM AND TERMINATIONThis Agreement shall begin on the date Subscriber’s website or websites becomes active for online sales and shall continue for the duration of the subscription term selected by Subscriber. The subscription will automatically renew for additional subscription terms of equal duration unless Subscriber notifies HYPEDMC in writing of its intent to terminate the subscription at least thirty (30) days prior to the end of the then-current subscription term. Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement.
- Each Party agrees to use procedures required by law, including the Personal Data Protection Act 2010, to protect consumer privacy and consumer information.
- Personal Information shall only be used for fulfilling obligations under this Agreement and for other purposes permitted by law, including the PDPA.
- Each Party shall take commercially reasonable steps to protect Personal Information against misuse, loss, or unauthorized access, modification, or disclosure.
- Each Party shall promptly notify the other Party of any loss, unauthorized disclosure, or access to Personal Information.
- Each Party may retain records of transactions for complying with applicable laws and internal compliance requirements.
REPRESENTATION AND WARRANTIESSubscriber represents and warrants that it has the legal capacity to enter into this Agreement, and that its use of the Services will not violate any applicable laws or regulations.
INDEMNIFICATIONEach Party agrees to, at its sole cost and expense, indemnify, defend and hold harmless the other Party and its officers, directors, shareholders, and employees against any and all cost, claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements of counsel), judgments, settlements and penalties of every kind (collectively “Losses”) in connection with:
- any breach by a Party of any provision contained herein;
- any failure of a party to comply with all applicable laws in connection with the Services provided hereunder;
- any violation or claimed violation of a third party’s rights, including Intellectual Property Rights in connection with the Services; or
- the negligent or intentionally wrongful acts or omissions of a Party, its employees, subcontractors or its other representatives.