卖家政策

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 herein shall have the following meanings unless otherwise expressly defined herein or therein: "Agreement" means the form attached to these General Terms and Conditions of Merchant Registration for cgwlcmsFood, including any schedules or other attachments thereto including all modifications, supplements and variations thereto; "Applicable Law" means the law adopted by the Parliament, the Government or any competent court or authority in Malaysia. "Agreement" means the form attached to these General Terms and Conditions for cgwlcmsFood Merchant Registration, including any schedules, appendices or other attachments attached to any of the foregoing, including all modifications, supplements and variations thereto; "Applicable Law" means any applicable law, statute, regulation, ordinance, judgment or guideline passed or issued by the Parliament, the Government, or by any competent court or authority in Malaysia, whether now or hereafter in existence; "Business Day" means any day other than a Saturday, Sunday or public holiday in Kuala Lumpur, Malaysia; "Contribution" has the meaning ascribed to it in Clause 6 of these General Terms and Conditions; "Customer's Account" means the Customer's account with ccustomer. "Customer Account" means the Customer's registered account on the cgwlcmsFood Platform; "Driver" means the party who delivers the Products ordered by the Customer through the cgwlcmsFood Platform; "Commencement Date" means the date on which cgwlcms approves the Customer's order submitted by the Merchant. "Effective Date" means the date cgwlcms approves the cgwlcmsFood Merchant Registration Form submitted by Merchant; "Merchant Outlet" means the restaurant or place of business owned, managed and registered by Merchant to enable the cgwlcmsFood Service, as may be modified and added to from time to time as agreed between the parties; "Merchant Information" means the information set forth in the Agreement. " means the details of the Merchant as set out in the Agreement; "Merchant SOPs" means the standard operating procedures for Merchant's use of the cgwlcmsFood Service, as may be amended from time to time by cgwlcms in its sole discretion with or without notice; "Merchant Wallet "Merchant Wallet" means the funds account held by Merchant with cgwlcms for the purpose of holding funds for Transactions; "Net Sales" means the total price of the Products in a Transaction, exclusive of any Taxes (including, without limitation, any Sales and Service Taxes): (a) after deduction of any discounts offered by Merchants on the cgwlcmsFood Platform; (b) exclusive of any Taxes (including, without limitation, any Sales and Service Taxes); and (b) excluding merchant service fees, merchant surcharges and other charges (if any and if applicable) recorded in the systems of cgwlcms or its Affiliates; "Order" means an order for Products made by Customer on the cgwlcmsFood Platform; "Parties" means cms and cgwlcmsFood; "Parties" means cgwlcmsFood; "Parties" means cgwlcmsFood; "Parties" means cgwlcmsFood; and "Parties" means the parties. " means, collectively, cms and Merchant, and "Party" means either of them; "Product(s)" means food and/or beverage products sold by Merchant through the cgwlcmsFood Platform; "Service Fee" has the meaning given to it in clause 7.1 of these General Terms and Conditions; "cgwlcms Platform" means the e-commerce platform of the mobile application or website ( www.cgwlcms.com.my ) operated by cgwlcms. " means the e-commerce platform operated by cgwlcms as a mobile application or website ( ); " cgwlcmsFood Platform " means the food ordering and delivery platform operated by cgwlcms for the provision of the cgwlcmsFood Service on the cgwlcms Platform; " cgwlcmsFood Service " means the ability of a Merchant to sell its Products and the ability of a Merchant to sell its Products to a third party. " means a food ordering and delivery platform service where Merchants are able to sell their Products and where Customers can order Products through the cgwlcmsFood Platform, which may be delivered by a Driver or by any other means as determined by cgwlcms; "Transaction" means a food ordering and delivery platform service where Customers can order Products through the cgwlcmsFood Platform through the cgwlcmsFood Platform. "Transaction" means any transaction in which the Customer orders and pays for Products from a Merchant through the cgwlcmsFood Platform; and "Transaction Funds" means the total amount paid by the Customer in respect of Transactions carried out through the cgwlcmsFood Services on the cgwlcmsFood Platform. 1.2 In the Agreement (including these General Terms and Conditions) references to a statutory provision shall include that provision and any statute made thereunder, whether before or after that date, as amended or re-enacted from time to time in respect of the terms of this Agreement, and shall also include any past statutory provision or statute (as amended or re-enacted from time to time) directly or indirectly superseded by such provision or statute; (b) references to a "writing" or "writing" shall include a reference to a "written" or "written" provision. "or "written" includes any visible means of reproduction; (c) references to "including" shall be construed as "including, but not limited to"; (d) references to "terms" or "schedule" means the following: 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 other gender (male, female or neuter).1.3 Headings in the Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the construction of the Agreement.

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2. Scope

The Agreement to which these General Terms and Conditions are attached contains the terms for the provision of the cgwlcmsFood Services, as may be amended from time to time.

3. Duration

This Agreement shall continue in full force and effect for a period of one (1) year from the Effective Date and shall be automatically renewed for a period of one (1) year unless either party gives the other at least thirty (30) years written notice. 30) days prior to the expiration of any term.

This Agreement shall continue in full force and effect for a period of one (1) year from the Effective Date and shall be automatically renewed for a period of one (1) year unless either party gives the other at least thirty (30) years written notice. 30) days prior to the expiration of any term.

4. cgwlcmsFood Service Description

4.1 The Merchant acknowledges and agrees that the cgwlcmsFood Services provided by cgwlcms are limited to (a) referring Customers to the Merchant; (b) acting as an intermediary between the Customer and the Merchant in accepting orders and receiving payments from the Customer on behalf of the Merchant; and (c) acting as an intermediary between the Customer and the Merchant, including the transmission of orders and making payments from the Customer to the Merchant. cgwlcms may in its sole discretion make changes to the cgwlcmsFood Services or suspend them without notice. cgwlcms may, in its sole discretion, make changes to the cgwlcmsFood Service or suspend the cgwlcmsFood Service without notice.

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4.2 cgwlcms shall display the range of products offered by the Merchant on the cgwlcmsFood Platform, provided that the range has been communicated to cgwlcms and complies with the criteria individually determined and communicated to the Merchant by cgwlcms.

4.3 Merchant shall provide cgwlcms with all information necessary for cgwlcms to display the Products on the cgwlcmsFood Platform, including menus, Products, availability of any Merchant Outlet's Products, Merchant Outlet's hours of operation and location, logos, images, pricing, and company identifiers as required by cgwlcms ("Required Information"). Information"). For the avoidance of doubt, if a Merchant fails to provide cgwlcms with the Necessary Information, cgwlcms shall be entitled to use any information available to cgwlcms, including any images relating to the Products on the cgwlcmsFood Platform. Any changes to such information must be notified by the Merchant to cgwlcms no later than seven (7) business days before the changes take effect.

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4.4 The Merchant shall continuously verify the information published by cms and notify cms immediately of any errors or inaccuracies (within 1 hour of discovery of such errors or inaccuracies). For the avoidance of doubt, the Merchant's menus, products, logos, images, prices, company identity and other relevant information about the Merchant may be posted on the cgwlcmsFood Platform and in other media (including but not limited to Twitter, Facebook and Google AdWords campaigns).

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4.5 The Merchant acknowledges and agrees that cgwlcms does not provide transportation services and does not act as an agent for transportation service providers, couriers, postal service providers, delivery service providers, caterers, or any of them. cgwlcms makes no representations or warranties, and does not guarantee the quality, safety and/or legality of any products. cgwlcms does not guarantee the identity of any Customer or ensure that the Customer will complete the transaction.

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4.6 The Merchant acknowledges and agrees that the actual contract for the sale of Goods is directly between the Merchant and the Customer and that cms is not a party to such contract and does not assume any responsibility, liability or obligation in connection with any such contract and any. Disputes arising out of any Products are solely between the Merchant and the relevant Customer.

4.7 The Merchant must process any refunds and/or claims arising from the Transaction, including but not limited to chargebacks. cms may assist the Merchant with the refund and/or claims process and the Merchant further agrees that cms may, at its sole discretion, return funds from the Transaction to the Customer without the Merchant's prior approval.

4.8 cms reserves the right to suspend specific Transactions and/or Customer Accounts and/or Merchant Wallets and/or the cgwlcmsFood Service if, in cms's opinion, any of the following occurs

(a) cgwlcms deems it necessary or desirable to protect the security of the Customer's Account and/or the Merchant's Wallet and/or the cgwlcmsFood Service;

(b) Transactions that cgwlcms believes (i) violate the terms of this Agreement or breach the security requirements of the Customer's Account and/or the Merchant's Wallet and/or the cgwlcmsFood Service; and (ii) are suspicious, unauthorized, or fraudulent transactions 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-upon products or business activities or that are deemed to be in violation of applicable law;

(d) if Merchant engages in Prohibited Activities as set forth in any other policy of the Merchant SOP or cms or any applicable law; or

(e) other circumstances relevant to cms' compliance with any applicable law.

4.9 cgwlcms may, in its sole discretion, provide periodic education to Merchant regarding the development of the cgwlcmsFood Services, including any changes or additions to the cgwlcmsFood Services facilities.

4.10 cgwlcms reserves the right to deduct from the Transaction Funds the Service Fees to which cgwlcms is entitled and the Contributions (if any) for the provision of the cgwlcmsFood Services through the cgwlcmsFood Platform.

4.11 If cgwlcms provides Merchant with any equipment in connection with the provision of the cgwlcmsFood Services ("Equipment"), including but not limited to Electronic Data Capture ("EDC"), Merchant agrees that it shall be responsible for such responsible equipment and shall be obligated to return it to cgwlcms upon termination of the cgwlcmsFood Services in good condition. More detailed information regarding the use of the Equipment, technical and operational support and/or resolution of issues related to the Equipment may be provided by cgwlcms in the Merchant SOPs and/or published by cgwlcms on the cgwlcms Platform, which shall apply to and bind the parties.

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5. Obligations 

5.1 Merchant shall register as a Merchant using the cgwlcmsFood Merchant Registration Form or any other means determined by cgwlcms. Merchant shall integrate the cgwlcmsFood Service into Merchant Outlet and operate in accordance with cgwlcms' instructions and policies, as may be amended from time to time. 5.2 Merchant shall not permit any transaction for any product or item that is prohibited and restricted by applicable law or cgwlcms' policies. 5.3 Merchant shall retain records relating to transactions for a minimum of seven (7) years from the date of the transaction. 5.4 Merchant shall conduct its business and operate Merchant Outlet in accordance with Applicable Laws and ensure that its operations are not prohibited by Applicable Laws.5. 5. 5 Merchant shall at all times have in its possession all relevant licenses and permits to conduct Merchant's business, including any food safety laws and regulations. Merchant must notify cms immediately (no more than one (1) hour after receipt of such notice) if Merchant becomes aware of any violation of its business or if the relevant authorities discover that its business is in violation of any Applicable Laws.5.6 Merchant represents and warrants to cms that (a) to the best of its knowledge, it has not received any funds in connection with any unlawful, fraudulent, deceptive, or manipulative acts or practices, and that Merchant has not made any payments to or from illegal sources. To the extent Merchant is notified of any such transactions, Merchant agrees to immediately notify cgwlcms of the suspension of any such transactions and/or customer accounts and/or Merchant wallets; (b) information posted on the cgwlcmsFood Platform in connection with the Products complies with all legal requirements, including all information relating to the protection and well-being of its customers as well as any laws and regulations pertaining to the sale of food products; (c) information that Merchant provides to cgwlcms information provided by Merchant to cms is current and accurate and does not infringe on 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, manufacture and preparation comply and will comply with all relevant retail, restaurant and food safety regulations as well as those imposed by cgwlcms and any applicable laws; (e) it has all licenses required by current laws and regulations , and that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties pending in connection with Merchant's business operations; and (f) will not solicit data and/or information from Customers or other parties in any way on behalf of cgwlcms and/or its Affiliates without the prior written approval of cgwlcms and/or its Affiliates.5.7 In the event that any of the Products deteriorate, are defective, or result in food poisoning, allergies, or other affective any Customer, the Merchant shall be fully responsible and/or liable for such events and shall release and indemnify cms from any claims, damages or losses in connection with such matters.5. Persons") owned or controlled by the Merchant are currently the subject of any sanctions imposed or enforced by the applicable governmental authorities in Malaysia (collectively the "Sanctions"), and are also currently the subject of any sanctions imposed or enforced by the applicable governmental authorities in Malaysia (collectively the "Sanctions"), and are not subject to the Sanctions. ") and is not located, organized or residing in a country or territory currently subject to Sanctions. Merchant shall not use the cgwlcmsFood Services in any manner that would cause any party to violate the Sanctions. Merchant and its subsidiaries and affiliates have not knowingly entered into any transaction or dealings with any person or party, or in any country or territory, that is or has been the subject of Sanctions at the time of the transaction or dealings.5.9 Merchant agrees that it and its affiliates shall conduct its business in compliance with applicable laws relating to anti-corruption laws and shall not, directly or indirectly, engage in any conduct that would result in a violation of such laws, including, but not limited to, directly or indirectly, offering, providing or promising anything of value to any governmental authority or government official that could result in a violation of any such laws. Merchant and its Affiliates shall operate at all times in compliance with all material aspects of applicable laws relating to anti-money laundering and financial record keeping and reporting requirements.5.10 Merchant shall not: (a) decode or perform any reverse engineering of cgwlcms or the cgwlcmsFood Platform's systems; (b) perform any act that may cause damage and/or interruptions to the systems of cgwlcms or the cgwlcmsFood Platform; (c) perform any act designed to copy, duplicate and/or steal information and/or data from cgwlcmsFood Services, cgwlcms and/or Customers. 5.11 Merchant agrees to participate in cgwlcmsFood's promotional and marketing activities, including jointly funded events ("Events Organized by cgwlcms"). organized events ("Promotions")"). If the Merchant wishes to withdraw from participation in the Promotion, the Merchant shall notify cgwlcms' customer service of its intention and complete an opt-out form. cgwlcms shall, upon receipt of a completed opt-out form, provide the Merchant with a copy of the opt-out form.

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6. cgwlcmsFood Jointly financed activities

If Merchant participates in an Event, Merchant's contribution to the Event ("Contribution") shall be based on each Net Sale recorded in the cgwlcms system. cms shall notify Merchant of its share of the Contribution for the relevant Event by email or any other means as determined by cms in its sole discretion.

7. Fees and taxes

7.1 In consideration of the cgwlcmsFood Services provided by cgwlcms, Merchant shall pay to cgwlcms a service fee ("Service Fee") as described in the cgwlcmsFood Merchant Registration Form. The Service Fee shall be charged for each Net Sale based on a successful transaction recorded in the cgwlcms system. The Service Fee does not include any service and sales tax (SST) and the Merchant shall be responsible for any taxes charged by cgwlcms 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 charges, if any, will be further set forth in the Merchant's SOPs, and may be changed by cgwlcms in its sole discretion. 7.3 Unless otherwise required by Applicable Law, for certain reasons, and unless otherwise required by Applicable Law, Merchant hereby authorizes cgwlcms and/or its Affiliates to initiate debit or credit entries to Merchant's Wallet at any time by written notice to Merchant, which shall include the following: (a) correcting any errors in the processing of any Transaction and/or Instruction provided by Merchant to cms, including but not limited to double payments; (b) where cms determines that Merchant has engaged in any fraudulent or suspicious activity and/or transactions; (c) in connection with any incentives or rebates; (d) in connection with any uncollected fees or donations, if any; (e) in connection with the resolution of any Transaction disputes, including any reimbursement as a result of, or from, the Merchant; and (f) for any other reason related to any Transaction as determined by cms in the future. 7.4 cgwlcms may, in its sole discretion, modify the Service Fees, Contributions, or any other applicable fees, or include any additional fees at any time by written notice to Merchant.7. Taxes") and undertakes to pay all such taxes promptly. If the Merchant fails to pay the 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. 

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8. Intellectual Property Rights 

8.1 cgwlcms and/or its licensors retain and shall retain all of their right, title and interest in and to all copyrights, trademarks and other intellectual property rights therein and related thereto, except as expressly granted to the Merchant in the Agreement. 8.2 The Merchant grants to cgwlcms, solely for the term of the Agreement, a worldwide, non-exclusive, royalty-free, non-transferable license to reproduce, use, and display all information and materials provided by, or licensed to the Merchant for the purpose of, performing this Agreement. Agreement to Merchant. The Merchant hereby warrants and represents that it owns or has the right to use and sub-license any of the Intellectual Property Rights it uses or licenses to cgwlcms. 8.3 The Merchant represents and warrants that it owns, or is the rightful licensee of, all of the Intellectual Property Rights used hereunder, and that it is free from any infringement or violation of the proprietary rights or Intellectual Property Rights of any third party, and that no other party will claim to have the same ownership rights to any of the Intellectual Property Rights. 8.4 All reports, specifications and other similar documents prepared or prepared in the course of this Agreement, including documents, materials relating to the cgwlcmsFood Services and any derivatives of any Intellectual Property Rights granted by either party, shall be the absolute property of such Agreement. Attend the party throughout the preparation process and at any time thereafter. For the avoidance of doubt, all Intellectual Property Rights subsisting in reports, specifications set out in this clause and other similar documents shall at all times remain the property of the relevant party.8.5 Each party warrants to the other that it will not use any of the other party's trademarks in connection with any marketing activities, including without limitation, promotions, without the prior written consent of the other party. Notwithstanding the foregoing, cgwlcms shall be entitled to use the Merchant's trademarks to promote the cgwlcmsFood Services and related promotions on all platforms in all media worldwide.

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9. No warranty 

9.1 the cgwlcmsFOOD service is provided "as is" without any representations or warranties of any kind, express, implied or statutory. cgwlcms 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. cgwlcms does not have any control over the products paid for through the cgwlcmsFOOD service. and non-infringement. cgwlcms has no control over the products paid for through the cgwlcmsFOOD service. cgwlcms does not guarantee continuous, uninterrupted, or secure access to any portion of the food service, and the operation of the cgwlcms website may be temporarily suspended for maintenance or upgrades or may be interfered with by a number of factors beyond the control of cgwlcms. Interruptions. cgwlcms will use reasonable efforts to ensure timely processing of the cgwlcmsFOOD Service, but cgwlcms makes no representations or warranties as to the amount of time required to complete such processing. 9.2 cgwlcms shall not be liable for any of the following: (a) any suspension or refusal to accept a payment that cgwlcms reasonably believes to be fraudulent or without proper authorization; (b) the receipt of payment instructions that contain incorrect or unauthorized information; (c) the receipt of a payment instruction that is not in accordance with the terms of the Agreement; and (d) the receipt of payment instructions that contain inaccurate or incorrect information. (b) the receipt of a Payment Instruction which contains incorrect or incorrectly formatted information; (c) the failure of hardware, software, mobile devices and/or internet connections to function properly as a result of, including without limitation, viruses, interruptions or other forms of system disruption (e.g., unauthorized access by a third party); and (d) any of the circumstances set forth in Clause 4.8. (a) any suspension or refusal to accept a payment which cms reasonably believes to be fraudulent or not properly authorized; (b) receipt of a payment instruction which contains incorrect or incorrectly formatted information; (c) failure of the hardware, software, mobile device and/or internet connection to function properly due to, including but not limited to, viruses, interruptions, or other forms of system disruption (e.g., unauthorized access by a third party); and (d) any of the circumstances set out in Clause 4.8. (a) any suspension or refusal to accept a payment which cms reasonably believes to be fraudulent or not properly authorized; (b) receipt of a payment instruction which contains incorrect or incorrectly formatted information; (c) failure of the hardware, software, mobile device and/or internet connection to function properly due to, including but not limited to, viruses, interruptions, or other forms of system disruption (e.g., unauthorized access by a third party); and (d) any of the circumstances set forth in Section 4.8. interruptions or other forms of system disruption, such as unauthorized access by third parties; (d) any of the circumstances set forth in Section 4.8. (c) interruptions or other forms of system disruption, such as unauthorized access by third parties; (d) any of the circumstances set forth in Section 4.8.

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10. Confidentiality and personal data

10.1 Each Party shall keep confidential and shall not disclose to any person, or directly or indirectly for its own benefit or the benefit of any other person (except in the proper performance of its obligations under this Agreement), any Confidential Information disclosed, provided or otherwise made available by or on behalf of the Disclosing Party to the Receiving Party. "CONFIDENTIAL INFORMATION Confidential and proprietary products or information, intellectual property rights, business plans, operations or systems, financial and trade positions, details of customers, suppliers, debtors or creditors, information affiliates, marketing information, printed materials, rates and rate schedules, contracts, regardless of form, format or media, whether machine-readable or human-readable , whether machine-readable or human-readable, including in written, oral or tangible form, and also including information communicated or obtained through meetings, documents, correspondence or inspection of tangible items. This clause shall not apply to any Confidential Information disclosed, provided or otherwise made available by the Disclosing Party that is in the public domain and shall cease to apply to any information subsequently made publicly available unless as a result of any breach by the Receiving Party.10.2 The Receiving Party may disclose the Confidential Information to (a) its directors and employees to the extent that their duties would require them to have access to such Confidential Information provided that the Receiving Party the Receiving Party shall instruct 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 discharge of their duties; and (b) its outside auditors, attorneys and professional advisors, and the Receiving Party shall ensure that those to whom such information is disclosed are contractually bound by the provisions of this clause and that corresponding confidentiality provisions are incorporated into their employment and other applicable contracts.10.3 This Agreement The Parties shall comply with their respective obligations as Data Users and Data Processors as required by all applicable laws and privacy policies available on the cms Platform in connection with any Personal Data related to this Agreement. For the purposes of this Agreement, " 3 The parties hereto shall comply with their respective obligations as users and processors of Data as required by all applicable laws and privacy policies available on the cms platform in relation to any Personal Data to which this Agreement relates. For the purposes of this Agreement, " 3 The parties hereto shall comply with their respective obligations as Data Users and Data Processors as required by all applicable laws and any privacy policies relating to Personal Data available on the cms Platform in connection with this Agreement. For the purposes of this Agreement, "Personal Data" means Personal Data with the meaning given to it, which is under the control of the Data User and for which the Data Processor is required or requested to provide services for the performance of this Agreement; "Data Processor" means, in relation to Personal Data, a person who processes Personal Data solely on behalf of the Data User and not for the benefit of any other person. "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 who does not process Personal Data for any Personal Purpose; and "Data User" means a person who, alone or jointly or in conjunction with other persons, processes any Personal Data or who controls or authorizes the processing of any Personal Data other than by the Data Processor. 10.4 The confidentiality obligations under this clause 10 shall not apply after the termination of the Agreement and /or after any such termination. The confidentiality obligations under this Clause 10 shall survive termination of the Agreement and/or until the Confidential Information is in the public domain.

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11. Force majeure

11.1 The Parties release the Parties from all obligations and delays in performing the Work due to Force Majeure. "Force Majeure " means any unforeseen, unavoidable event and/or extraordinary circumstance beyond the reasonable control of the Parties, including, but not limited to, epidemics or pandemics (other than epidemics/pandemics of Coronavirus Disease 2019 (Covid-19)), natural disasters, wars, insurrections, invasions, sabotage, mass disturbances, and the existence of governmental regulations in monetary matters directly affecting the performance of the Agreement.11.2 Either party that is delayed or prevented from performing its obligations hereunder due to an event of force majeure shall notify the other party in writing as soon as possible after the occurrence of the event of force majeure.

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12. Termination 

12.1 Each party may terminate this Agreement with immediate effect: (a) upon the filing of a petition in bankruptcy, insolvency or any arrangement or composition or assignment for the benefit of its creditors by the other party or the appointment of a receiver or administrator of such party or its business or the voluntary (other than a reorganization or amalgamation) or compulsory liquidation of such party; (b) upon the occurrence of a material breach of this Agreement by the other party or if, in the opinion of the non-defaulting party such breach is capable of being remedied and an opportunity to cure is provided, such breach is not remedied within thirty (30) days from the date of notice of such breach by the defaulting party; (c) cgwlcms suspects any unlawful acts, illegal and/or fraudulent acts committed by Merchant and/or Merchant's employees or agents; and (d) the other party's violation of, or failure to comply with, any Applicable Laws, which may, in any material respect, adversely affect the non-defaulting party, including any food safety or food security violations, which may, in any way, have an adversely affect the non-defaulting party, including any food safety or other regulations relating to restaurants and/or meals; and (e) giving the other party thirty (30) days' prior written notice for any reason or no reason at all.12.2 Termination of the cgwlcmsFood Service shall not relieve or limit Merchant's or cgwlcms' obligations, liabilities, and responsibilities that arose prior to such termination. This includes any food safety or other regulations relating to restaurants and/or meals; and (e) give the other party 30 (thirty) days' prior written notice for any reason or no reason at all. 12.2 Termination of the cgwlcmsFood Services shall not relieve or limit Merchant's or cgwlcms's obligations, liabilities and responsibilities that arose prior to termination. This includes any food safety or other regulations relating to restaurants and/or meals; and (e) giving the other party thirty (30) days prior written notice for any reason or no reason.12.2 Termination of the cgwlcmsFood Services shall not relieve or limit Merchant's or cgwlcms' obligations, liabilities and responsibilities arising prior to termination.

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13. Homework 

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 permit any other person (other than the Customer) to use the cms Food Service without the prior written consent of cms. 13.3 The provisions of this Agreement shall be binding on the parties and their respective successors and permitted assigns. 14. RELATIONSHIP OF THE PARTIES; DRIVERS AS INDEPENDENT CONTRACTOR 14.1 Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between Merchant and cms. Neither party has the authority to enter into any type of agreement on behalf of the other. 14.2 The third party agreement under which Driver agrees to provide delivery services to Customer is an independent agreement between Customer and Driver, and Driver is not an employee or agent of cgwlcms. cgwlcms is merely an intermediary between Customer and Driver. 14.3 cgwlcms does not provide any transportation services, nor is it liable to either party for any act, conduct, failure, tardiness, or failure to perform by Driver. , negligence, failure, tardiness or refusal to provide the Transportation Services. 14.4 cgwlcms does not and shall not warrant the safety, reliability, compatibility or competence of the Driver during the performance of his or her obligations to deliver the Products from the Merchant to the Customer. Accordingly, Merchant hereby holds cgwlcms harmless and releases cgwlcms from any and all liabilities, claims, causes,

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15. Compensation

Merchant shall indemnify and hold harmless cgwlcms, 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 suffered or incurred by the Indemnified Parties as a result of any claim made or threatened to be made or threatened by a third party (including full reimbursement of any legal and professional fees) in connection with any product, merchant using the cgwlcmsFood Services or the cgwlcmsFood Platform and/or any breach of any provision of this Agreement, except to the extent caused by the negligence, malice or willful misconduct of cgwlcms. 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.

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16. Applicable law; dispute settlement 

This Agreement shall be governed by the laws of Malaysia. In the event that any dispute, controversy, claim or difference of any kind arises between the Parties in connection herewith (the "Notice of Dispute"), the Parties shall, within thirty (30) days of receipt by one of the Parties, attempt to (1) the other Party to notify the other Party with whom the Dispute exists, to resolve such Dispute in the first instance by way of a mutual discussion between the Senior Executives of the Parties. If the Dispute cannot be resolved through mutual discussions within thirty (30) days, it shall be submitted to the Asian International Arbitration Center (" AIAC ") for arbitration and final resolution") in accordance with the AIAC Arbitration Rules then in effect, which are deemed to be incorporated herein by reference. There will be one (1) arbitrator, appointed jointly by the Parties. In the event that the Parties are unable to agree on an arbitrator, the arbitration shall be appointed by the AIAC Director 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. This Agreement and the rights and obligations of the parties shall remain in full force and effect until the decision of any arbitration proceedings under this Agreement.

17. Notices

17.1 All notices under this Agreement shall be given by hand delivery, registered mail sent by overnight courier or e-mail to the following address: (a) if sent to cgwlcms: cgwlcms Mobile Malaysia Sdn. Bhd. Bhd. Level 25, Menara Southpoint, Mid Valley City, 59200, Kuala Lumpur, Malaysia. e-mail: legal.my@cgwlcms.com  

Note: Group General Counsel (b) if to the Merchant, to the address set out in the Merchant's details or by such other method or means as cgwlcms may determine. 17.2 All notices hereunder shall be deemed to be duly served: (a) if by hand delivery, when left at the address required by this Clause 17; (b) if sent by overnight courier, on the second (2nd ) Business Day after the courier pick-up; (c) if sent by overnight courier, on the second (2nd ) Business Day after the courier pick-up; (d) if sent by overnight courier, on the second (2nd ) Business Day after the courier pick-up; and (e) if sent by overnight courier, on the second (2nd ) Business Day after the courier pick-up. ) Business Day; (c) if sent by e-mail, on the day of sending, provided that such e-mail is sent before 5:00 p.m. on a Malaysian Business Day; and if sent after 5:00 p.m. on a Business Day or on a non-Business Day, it shall be deemed to be delivered on the next Business Day. In the event that the Merchant sends a notice by e-mail, the

18. Non-abstention

The failure of a party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it or any other provision. No waiver shall be construed as a continuing waiver.

19. Severability

If any part of this Agreement is invalid, illegal or unenforceable, that 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 and cgwlcms' Standard Operating Procedures for the provision of the cgwlcmsFood Service) represents the entire agreement between the parties with respect to its subject matter, and the parties hereto shall be bound by it. Everything not set forth in this Agreement shall be set forth in the Merchant SOPs or any other document published by cgwlcms on the cgwlcms Platform. The Merchant SOP is an integral part of this Agreement, and by agreeing to this Agreement, Merchant agrees to comply with the Merchant SOP. in the event of any discrepancy between any of the terms of this Agreement and any of the terms of the cgwlcms Platform or the Merchant SOP for merchants on the cgwlcmsFood Platform that provide the cgwlcmsFood Services, the provisions of the Merchant SOP shall prevail. Last Updated: October 11, 2021