1. Applicable Terms and Conditions
(a) VV provides an online portal that connects Merchant who has Product(s) to sell and Customers seeking to purchase such Product(s) (the “Services”), which the Services are accessible at https://www.vv-ehouse.com/ and/or any other websites or platforms through which VV makes the Services available (the “Sites”).
(b) In addition to our Terms of Use and Privacy Policy which governs your use of the Sites, by using the Sites, you agree to comply with and be legally bound by this General Terms and Conditions. Where there is any inconsistency between the Terms of Use, Privacy Policy and this General Terms and Conditions, this General Terms and Conditions shall prevail.
(c) All Listings made through the Sites are subject to the General Terms and Conditions set out herein. The General Terms and Conditions may be updated or amended or changed from time to time without prior notice, at our discretion.
(d) VV may correct errors or inaccuracies and change or update information on the website at any time without notice, including prices and availability of items.
2. Definitions
“Product(s)” means a Product(s) made available by the Merchant and booked by a Customer pursuant to this General Terms and Conditions.
"VV", "our", "us" and "we", refers to VV E-House Sdn. Bhd.
“Listing” means Product(s) that is listed by a Merchant as available for booking and purchase via the Sites.
“Merchant” and “You” means a Merchant who creates a Listing via the Sites, and "your" shall be construed accordingly.
“Service Fees” means the fee that VV charges a Merchant for the use of its online portal, which is calculated as a percentage of the applicable Payment.
“Working Day” a day except a Saturday, Sunday or public holiday (gazetted or non gazetted and whether scheduled or unscheduled) on which banks are open for business in Kuala Lumpur and Selangor Darul Ehsan.
“Customer” refers to a customer that enters into and purchases the Product(s) via the Sites.
3. Listing
(a) In order to create a Listing, you must register to create an account (the “VV Account”) via the Sites. You shall obtain all necessary rights, licenses, permits and/or approval for the sale of the Product(s) on the Sites.
(b) Listing provided by you for inclusion on the Sites shall include information to the Product(s), type of Product(s), its location availability, reach, profile description, discount, shipping dates or delivery timeframes and rates (including all applicable taxes, levies, surcharges and fees) (the “Product(s) Information”) and shall comply with formats and standards provided by VV.
(c) The Product(s) Information shall not contain any telephone or fax numbers or email address or mailing address. VV reserves the right to edit or exclude any information upon becoming aware that it is incorrect or incomplete or in violation of this General Terms and Conditions.
(d) You represent and covenant that:
(i) the Listing shall at all times be true, accurate and not misleading;
(ii) You are at all times responsible for a correct and up-to-date statement of the Product(s) Information;
(iii) You shall not sell Product(s) beyond its expiration date;
(iv) You shall not sell counterfeit, replica, name brand “knock off” and/or fake Product(s) which infringe any third party’s intellectual property rights;
(v) all Product(s) is new, unused, unconsumed and strictly conform to its listed specifications; and
(vi) all the Product(s) to be sold on the Sites are not prohibited and comply with the Malaysian Law (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the lists of prohibited and restricted items as determined by VV from time to time and it has full unencumbered title in the Product(s) and in any materials incorporated in the Product(s) and all the Product(s) are supplied free of all liens, charges or other security interests;
(e) Information provided by you may be edited or modified by VV and subsequently be translated into other languages. The edited and translated content shall be for exclusive use by VV on the Sites and shall not be used (in any way or form) by you for any other distribution or sales channel or purposes.
(f) Unless VV agrees otherwise, all changes, updates and/or amendments to the Product(s) Information (including rates and availability) shall be made by you directly and online through the Sites or such other ways as VV may reasonably indicate. Updates and changes will be processed as quickly as reasonably possible by VV.
(g) You shall ensure that the retail price for the Product(s) to be sold on the Sites shall not exceed the retail price offered by You anywhere else for the same Product(s).
4. Purchase
(a) Once an Customer has confirmed his/her/its placement and purchase of the Product(s), VV will issue an official order (“Order”) to you via the Sites and shall state, among others, the Product(s) name, types of Product(s) required, quantity required and campaign period. Each Order shall be confirmed and processed by you via the Sites within 2 Working Days. Subject to Clause 5, all payment pertaining to the Order (“Payment”) shall be collected by VV and to be paid to you within 30 days from the date of the acceptance of a successful Order subject to VV receiving an invoice together with proof of delivery of the Product(s) from you on the successful Order. For avoidance of doubt, in the event that the Order is rejected by you or unsuccessful delivery of the Order within 7 days, VV shall refund the payment received from the Customer pertaining to the rejected Order within 15 Working Days. If VV concludes that Merchant's actions and/or performance in connection with the successful Order are likely to result, or have resulted, in Customer’s disputes, chargebacks or other third party claims, or if there are any sums owed by the Merchant to VV, then VV may, at its sole discretion, withhold any Payment for the longer of: i) a period of 60 days following the initial date of suspension; ii) the completion of any investigation regarding Merchant's actions or performance; or iii) the resolution of any dispute. Any payment made by VV to the Merchant shall be without prejudice to any claims or rights which VV may have against the Merchant.
(b) Once an Order is accepted by you, a legal binding contract is created solely between you and the Customer. You shall accept the Customer as your contractual party, to handle the Order in compliance with this General Terms and Conditions. VV does not guarantee payments to you for amounts that have not been successfully received by us from the Customer.
(c) You hereby appoint VV as your reseller to market and sell the Product(s) to the Customer. VV as your reseller shall not be held liable for any of your acts or omissions in performing the Order.
(d) Any Complaints or claims with respect to the Order, Product(s) offered, rendered or provided by you or specific requests made by the Customer are to be dealt with by you, without mediation by or interference of VV. VV is not responsible for and disclaims any liability with respect to such claims from the Customer.
5. Indemnity
You will be responsible for and shall indemnify VV against all losses, expenses, claims, actions, proceedings whatsoever for breach of contract or act or omission (negligent or otherwise) by you, the death of or personal injury to any person and for any damage to any party’s personal property where it is caused by you, their personnel, sub-contractors or any person under its control arising out of or in connection with this General Terms and Conditions, and whether or not based on an action or claim in contract or negligence or otherwise. Notwithstanding anything herein, you undertake to indemnify VV against such loss or liability which arises from fraud or willful misconduct in the performance of your obligations and duties herein.
6. Publicity
The parties may, for purposes of publicity or public relations, cite the existence of the other as a commercial or business partner provided that (i) the other party should have the prior right to review and approve any text regarding itself in any publicity statement, public announcement or the like and (ii) that the details of the agreement or engagement between the parties is not disclosed to any unauthorized party.
7. Trade Marks
You hereby grants to VV a non-exclusive license to use your trade mark or trade name on or in connection with the Services at the Sites.
8. Confidentiality
All the contents and matters arising from the Services shall be classified as strictly confidential and shall not be disclosed, disseminated and/or distributed to any unauthorized parties unless in pursuance to an order of Court or to applicable law or to any competent governmental or statutory authority, any rule, request, order or regulation of any relevant regulatory body binding on the party.
9. Term, Termination and Suspension
(a) This General Terms and Conditions shall be applicable to you from the date you created an VV Account and continue in full force and effect without limit in point until early termination in accordance with this General Listing Terms and Conditions.
(b) The VV Account may be terminated forthwith by either party on giving notice in writing to the other party if the other party: (i) shall at any time be in default of this General Terms and Conditions and shall fail to remedy such default within fourteen (14) days from receipt of notice in writing from a party specifying such default; (ii) shall present a petition or have a petition presented by a creditor for its winding up; (ii) shall enter into any liquidation (other than for the purpose of a bona fide reconstruction or amalgamation); (iii) shall call any meeting of its creditors; (iv) shall have a receiver of all or any of its undertakings or assets appointed; (v) shall be deemed by virtue of the law relating to this General Terms and Conditions to be unable to pay its debts; (vi) shall cease to carry on business; or (vii) if any event analogous to any of the foregoing under the laws of any foreign jurisdiction shall occur with respect to that party. Notwithstanding the foregoing, either party may, for convenience, terminate the VV Account at any time by giving the other party thirty 30 days’ notice in writing sent to the other party registered email address.
(c) In addition VV may deactivate, review or delay Listings, cancel any pending or confirmed Order, limit your use of or access to your VV Account and the Sites, temporarily or permanently suspend your VV Account if (i) you have breached this General Terms and Conditions, the Terms of Use and the Privacy Policy or (ii) VV believes in good faith that such action is reasonably necessary to protect the safety or property of Customers, other users of the Sites, VV or third parties, for fraud prevention, risk assessment, security or investigation purposes.
10. Limitation of Liability
(a) In no event will VV and/or its associated companies be liable for any indirect, incidental, consequences, aggravated, exemplary on punitive damages including but not limited to economic losses, loss of goodwill on reputation or special indirect losses suffered by you or any party including third party even if VV has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed.
(b) VV and its associated companies will not be held responsible for any delay or failure to comply with its obligations under this General Terms and Conditions if the delay or failure arises from any cause which is beyond its reasonable control.
(c) The maximum liability of VV for damages, if any, under this agreement shall not exceed the Service Fees.
10. Miscellaneous
(a) This Agreement, including any schedules, appendices or exhibits referred to herein and attached hereto, embodies the entire agreement between VV and you relating to the subject matter hereof and supersedes all prior agreements and arrangements between the parties and there are no promises, terms, conditions, or obligations, oral or written expressed or implied other than those contained herein and therein.
(b) Any delay or failure of a party to insist in any one or more instances upon the performance of any provisions in this Agreement shall not be construed as waiver or relinquishment of that party’s right to performance of such provision and the other party’s obligation in respect of such performance shall continue in full force and effect.
(c) If one or more of the provisions contained in this Agreement is held to be unenforceable, illegal or otherwise invalid in any respect under any applicable law, such unenforceability, illegality or invalidity shall not affect any other provisions of this General Terms and Conditions and this General Terms and Conditions shall then be construed as if such unenforceable, illegal or invalid provisions had never been contained herein.
(d) All notices and communications must be in English, in writing, and sent by facsimile, email, registered mail or personal delivery at the address of the relevant party.
(e) The parties shall be independent contractors in their performance under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venture partners or partners for any purpose.
(f) This General Terms and Conditions may not be assigned by you in any manner whatsoever to any third party without the prior written consent of VV. VV reserves the right to novate, assign, charge or dispose of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder without your prior consent.
(g) This General Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia and the parties shall submit to the exclusive jurisdiction of the courts of Malaysia.
(h) Return/Refund Policy is strictly following merchant and new mutual agreement between merchant and customer. VV will execute accordingly.