1. Definitions and Interpretation 1.1 The following terms when used in the Agreement (including these General Terms and Conditions) or any document referred to herein shall have the following meaning, unless otherwise specifically defined herein or therein: “Agreement” means the ShopeeFood Merchant Registration Form to which these General Terms and Conditions are attached to, including any schedules, appendices or other attachments attached to any of the foregoing, including all amendments, additions, and variations thereto; “Applicable Law” means any applicable law, statute, regulation, order, judgement, or guideline passed or issued by parliament, government or any competent court or authority in Malaysia existing at this time or in the future; “Business Day” means any day other than a Saturday, Sunday or a public holiday in Kuala Lumpur, Malaysia; “Contributions” has the meaning ascribed to it in Clause 6 of this General Terms and Conditions; “Customer Account” means the Customer’s registered account(s) on the Shopee Platform; “Driver” means the party conducting delivery of the Products ordered by the Customers through ShopeeFood Platform; “Effective Date” means the date of which Shopee approves the ShopeeFood Merchant Registration Form submitted by the Merchant; “Merchant Outlet” means a restaurant or place of business that is owned, managed, and registered by the Merchant to enable the ShopeeFood Services as can be amended and added from time to time based on the agreement of the Parties; “Merchant Particulars” means the Merchant’s details set out in the Agreement; “Merchant SOP” means Standard Operating Procedures for Use of ShopeeFood Services for Merchants, as can be amended from time to time at the sole discretion of Shopee with or without any notification; “Merchant Wallet” means the Merchant’s funds account(s) held with Shopee to hold Transaction Funds; “Net Sales” means the total price of the Products in the Transaction excluding any taxes (including but not limited to any sale and services tax): (a) after the deduction of any discounts from the Merchant on the ShopeeFood Platform; and (b) excluding, Merchant’s service charge, Merchant’s surcharge, and other fees (if any and as applicable) as recorded on Shopee’s or its affiliates’ system; “Order” means the order of the Products made by the Customers on the ShopeeFood Platform; “Parties” means, collectively, Shopee and the Merchant and “Party” means either one of them; “Products” means the food and/or beverages sold by the Merchant through ShopeeFood Platform; “Service Fee” has the meaning ascribed to in Clause 7.1 of this General Terms and Conditions; “Shopee Platform” means e-commerce platform through mobile application or website (www.shopee.com.my) operated by Shopee; “ShopeeFood Platform” means the food order and delivery platform operated by Shopee on the Shopee Platform for the provision of ShopeeFood Services; “ShopeeFood Services” means a food order and delivery platform services where Merchant is able to sell its Products and the Customers can order the Products, through ShopeeFood Platform, where the delivery may be conducted by the Drivers or any other method as determined by Shopee; “Transaction” means any transaction by the Customers of ordering and payment of Products from Merchant through ShopeeFood Platform; and “Transaction Funds” means the total amount paid by the Customers for a Transaction through the ShopeeFood Services on the ShopeeFood 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 regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Agreement and shall include also any past statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced; (b) a reference to “written” or “in writing” includes any means of visible reproduction; (c) a reference to “including” shall be interpreted to mean “including, without limitation”; (d) a reference to a “Clause” or “Schedule” is to a clause of, or a schedule to, these General Terms and Conditions (unless the context otherwise requires); and (e) unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a specific gender shall include the other genders (male, female 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.
The Agreement, to which these General Terms and Conditions are attached, contains the terms for the provision of the ShopeeFood Services (which may be amended from time to time).
The Agreement shall continue in full force and effect for 1 (one) year as of the Effective Date, and shall be automatically renewed for succeeding terms of 1 (one) year each unless either Party gives written notice to the other Party at least thirty (30) days prior to the expiration of any term.
4. Description of ShopeeFood Services
4.1 Merchant acknowledges and agrees that the ShopeeFood Services provided by Shopee are limited to (a) referring Customers to Merchant; (b) as an intermediary between the Customer and the Merchant, accepting Orders and receiving payments from Customers on Merchant’s behalf; and (c) as an intermediary between the Customer and the Merchant, including communicating Orders and disbursing payments from Customers to Merchant. Shopee may carry out changes to ShopeeFood Services, or suspend the ShopeeFood Services, without notice at its sole and absolute discretion.
4.2 Shopee shall present on ShopeeFood Platform the range of Products offered by the Merchant, to the extent that it has been communicated to Shopee and it meets the criteria determined solely by Shopee and communicated to Merchant.
4.3 Merchant shall provide Shopee with all information necessary for Shopee to present the Products offerings on ShopeeFood Platform, including menus, Products, availability of Products at any Merchant Outlets, operating hours and location of Merchant Outlets, logo, images, prices, and company identity as required by Shopee (“Necessary Information”). For the avoidance of doubt, in the event that the Merchant fails to provide Shopee with the Necessary Information, Shopee shall be entitled to use any information available to Shopee, including any images relating to the Product on the ShopeeFood Platform. Any changes to such information must be communicated by Merchant to Shopee at the latest seven (7) business days before the changes take effect.
4.4 Merchant shall verify the information published by Shopee on an ongoing basis, and immediately notify Shopee of any mistakes or inaccuracies (within 1 hour of discovering such mistakes or inaccuracies). For the avoidance of doubt, Merchant’s menu, Products, logo, images, prices, company identity and other relevant information of the Merchant may be published on the ShopeeFood Platform and other medias (including, but not limited to, Twitter, Facebook and Google AdWords campaign).
4.5 Merchant acknowledges and agrees that Shopee does not provide transportation services, or act as the transportation provider, courier, postal services provider, deliver service provider, supplier of food and beverages, or the agent of any party. Shopee makes no representations or warranties and does not ensure the quality, safety and/or legality of any Products. Shopee does not guarantee the identity of any Customers or ensure that a Customer will complete a Transaction.
4.6 Merchant acknowledges and agrees that the actual contract for the sale of the Products is directly between Merchant and the Customers, and Shopee is not a party to such contracts, and accepts no responsibility, liability, or obligations in connection with any such contract and any dispute arising out of any Product is between the Merchant and the relevant Customers only.
4.7 The Merchant is required to deal with any refund and/or claim settlement, including, but not limited to, chargebacks, resulting from the Transaction. Shopee may assist the Merchant in the refund and/or claim settlement procedures and the Merchant further agrees that Shopee may, at its sole and absolute discretion, refund the Customer the Transaction Funds without the prior approval of the Merchant.
4.8 Shopee reserves the right to suspend a specific Transaction and/or a Customer Account and/or the Merchant Wallet and/or the ShopeeFood Services if Shopee believes that any of the following circumstances has occurred:
(a) where Shopee believes it is necessary or desirable to protect the security of the Customer Account and/or the Merchant Wallet and/or the ShopeeFood Services;
(b) Shopee believes that a Transaction is (i) made in breach of the terms hereof or in breach of the security requirements of the Customer Account and/or the Merchant Wallet and/or the ShopeeFood Services; or (ii) a suspicious, unauthorized or fraudulent transaction related to, including, but without limitation to, money laundering, terrorism financing, fraud or other illicit activities;
(c) if the Transactions are for the sale of goods and/or services which fall outside of the agreed Products or business activities of the Merchant or deemed to be against the Applicable Law;
(d) if the Merchant engages in prohibited activities as specified in the Merchant SOP or any other policies of Shopee or any Applicable Law; or
(e) otherwise in connection with Shopee’s compliance with any Applicable Law.
4.9 Shopee, at its sole discretion, may provide periodic education to the Merchant on the development of the ShopeeFood Services, including any changes or addition of facilities of ShopeeFood Services.
4.10 Shopee reserves the right to deduct the Service Fee that Shopee is entitled to and the Contributions (if any) from the Transactions Funds for the provisions of ShopeeFood Services through ShopeeFood Platform.
4.11 If Shopee provides any equipment, including, but not limited to, an Electronic Data Capture (EDC), to the Merchant in connection with the provision of ShopeeFood Services (the “Device”), the Merchant agrees that it shall be responsible for such Device and is obliged to return it to Shopee in good condition after termination of ShopeeFood Services. Further details on the use of, technical and operational support and/or issues settlement related to the Device may be provided by Shopee in the Merchant SOP and/or published by Shopee in Shopee Platform which shall apply and bind the Parties.