TERMS OF SERVICE FOR SELLER

1. Introduction

• 1.1 DhuMall Sdn. Bhd. (Company No.: 202101033607 (1433907-A)) ("DhuMall", "we”, “us" or “our”) welcomes you to our Platform, which includes the website https://shop.dhumall.com/ (“Website”) and the DhuMall mobile application (“App”) (collectively, the “Platform”). DhuMall operates the Platform, allowing Sellers to advertise, list, offer, sell, or make available their Products and/or services to Shoppers who may purchase them on the Platform. DhuMall serves as an intermediary Platform and is not a party to the transaction between Sellers and Shoppers. These Terms of Service for Sellers (“TOS”) constitute a contract between DhuMall and you ("you", "your" or “Seller”) as a registered Member on the Platform. By using the Services or registering an Account as a Seller, you accept and agree to be bound by these Terms of Service, the Policies, and any other terms and conditions and policies posted on the Platform from time to time (collectively, “All Terms”).
• 1.2 DhuMall reserves the right to modify, amend, change, or add any part or portion of the TOS at our sole discretion. We will notify you of such changes (including the effective date) via an announcement on the main page of the Platform. By continuing to access the Platform and/or use the Services, you agree to be bound by the modified TOS. It is your responsibility to regularly visit the Platform, review the TOS and All Terms, and stay updated on any changes.
  
  

2. Seller Account

• 2.1 To participate as a Seller, you must create a Seller account on the Platform (“Seller Account”) to access the Services, information, and functions provided by DhuMall.
• 2.2 Your permission to use the Platform and Services is conditional on providing accurate information when creating your Seller Account. DhuMall reserves the right to approve, reject, suspend, or terminate any registration for a Seller Account and/or usage of the Platform and Services at its sole discretion.
• 2.3 Individuals under the legal age of 18 or the legal age required to enter a binding contract under Applicable Laws in your country cannot register for a Seller Account.
• 2.4 Upon registration, you must provide all necessary information and documents related to your Products and business as required by Applicable Laws and requested by DhuMall from time to time ("Seller Documents").
• 2.5 You are responsible for maintaining the confidentiality of your Seller Account information. You are solely responsible for all activities on your Seller Account and must keep your account password secure. DhuMall is not liable for any loss or damage resulting from your failure to comply with this section.
• 2.6 In case of any security breach or unauthorized use of your Seller Account, you must promptly notify DhuMall. DhuMall is not liable for any losses arising from such breaches.
• 2.7 DhuMall grants you a non-transferable and revocable license to use the Platform and Services, subject to All Terms. Any breach of All Terms results in the immediate revocation of this license.
• 2.8 DhuMall is not liable for any loss or damage suffered by the Shopper due to inaccurate, misleading, or fake information published by the Seller. You are solely responsible for the price, quality, legality, and compliance of your Products with Applicable Laws.
• 2.9 DhuMall is not responsible for any additional terms, conditions, or limitations imposed by the Seller on the Product. If you refuse to honor a Transaction without reasonable cause or justification, the Shopper may seek recourse against you, and DhuMall shall not be held liable. DhuMall may cancel, terminate, or alter any Transaction at its sole discretion.
  
  

3. Transaction Fee

• 3.1 DhuMall is entitled to charge a fee on every successful transaction completed on the Platform, based on the product category and rate set out in Appendix 2 (“Transaction Fee”). The Seller is liable for making payment of the Transaction Fee to DhuMall according to the provisions herein.
• 3.2 All Transaction Fees payable by the Seller under this Agreement are exclusive of any sales tax, service tax, or other duties or taxes imposed by the government (“Tax”).
• 3.3 Any Tax imposed on the Transaction Fee shall be paid by the Seller to DhuMall in addition to the Transaction Fee, provided DhuMall complies with all prevailing tax laws.
• 3.4 DhuMall may vary the Transaction Fee or advise the Seller of any additional fees or charges by providing prior notice.
• 3.5 The Seller authorizes DhuMall to collect payment for each transaction from the Shopper on behalf of the Seller. All payments by the Shopper shall be made using the various payment methods available on the Platform.
• 3.6 A “Successful Transaction” is deemed when:
  • (a) The Product is successfully sold through the Platform to the Shopper;
  • (b) The Shopper acknowledges and confirms, on the Platform, that delivery of the Product is completed, or there is no dispute from the Shopper regarding the successful delivery for three (3) days after confirmation of delivery by DhuMall Logistics Partner;
  • (c) Any other conditions prescribed by DhuMall at its sole discretion.
  DhuMall determines what constitutes a Successful Transaction at its sole discretion. If any of the above conditions are not met, a Transaction is not confirmed, and DhuMall has no obligation to pay the Seller for that transaction.
• 3.7 Subject to a Successful Transaction, DhuMall shall remit to the Seller’s bank account the Transaction Value of the respective transaction less the applicable Transaction Fee and Tax (if applicable), in accordance with clauses 3.8 to 3.9 hereunder (“Seller Payment”).
• 3.8 For all orders updated to “Shipment Received” from Monday to Sunday in a calendar week, DhuMall shall make payment to the Seller on Friday of the following week.
• 3.9 It may take another three to five Business Days for the bank to process and transfer the Settlement Amount into the Seller’s registered bank account.
• 3.10 Except for clerical or manifest errors, DhuMall’s calculation of the Settlement Amount shall be final and binding on the Seller and shall not be disputed.
• 3.11 Any payment made by DhuMall to the Seller shall be without prejudice to any claims or rights DhuMall may have against the Seller.
  
  

4. Seller’s Obligations

• 4.1 The Seller shall:
  • (a) Provide DhuMall with all available information and materials relating to the Product (including operating hours and business address) to facilitate listing the Product on the Platform;
  • (b) Manage and ensure that information such as price, details, specifications, inventory amount, and terms and conditions for sale are promptly updated on the Platform;
  • (c) Ensure that all information and materials relating to the Product are true and accurate;
  • (d) Permit DhuMall to use the Seller’s name/logo/image/trademark(s) for marketing efforts on the Platform and other channels, ensuring any third-party trademarks provided have the necessary approvals;
  • (e) Ensure that the Seller does not engage in promoting, selling, or advertising any Products prohibited or restricted under any Applicable Laws, including those listed in Appendix 3;
  • (f) Honor the Transaction;
  • (g) Ensure any content published on the Platform is not false, misleading, defamatory, inappropriate, indecent, or unlawful under Applicable Laws, with DhuMall having discretion over what constitutes inappropriate content;
  • (h) Ensure compliance with Applicable Laws and All Terms prescribed by DhuMall;
  • (i) Refrain from manipulating the price of other Sellers or interfering with other Seller’s listings;
  • (j) Refrain from circumventing or manipulating the fee structure or billing process as prescribed by DhuMall;
  • (k) Not transfer or assign the Seller Account without DhuMall’s prior written consent;
  • (l) Not use the Platform to advertise or promote pyramid schemes, spam, or unauthorized forms of solicitation;
  • (m) Provide DhuMall with updates on Product purchases and other related matters as prescribed by DhuMall;
  • (n) Not distribute viruses or technologies that may harm or disrupt the Platform, or the interests of DhuMall or its Members;
  • (o) Not infringe any intellectual property rights of third parties by copying, modifying, or distributing DhuMall’s content without prior written consent;
  • (p) Not collect any personal data of Members without the owner's consent;
  • (q) Not engage in conduct aimed at circumventing existing Seller Accounts or creating new accounts for such purposes;
  • (r) Comply with anti-corruption/anti-bribery and anti-money laundering laws;
  • (s) Provide requested information and documents to DhuMall as needed.
• 4.2 The Seller determines the price of Products for sale at their own discretion, considering all relevant factors, including Transaction Fee, shipping fee, and other applicable fees. The price shall include the entire amount to be charged to Shoppers, including Tax and tariffs.
• 4.3 The Seller needs to choose to deliver Products via DhuMall’s Logistic Partner, and bearing all shipping costs to the logistic partners. The estimated shipping costs provided by DhuMall’s Logistic Partner are not binding.
• 4.4 The Seller is responsible for fulfilling all obligations under their contract with the Shopper, including Product Transactions, and DhuMall is not liable for any failure or damage caused by the Seller. The Seller agrees to indemnify DhuMall against any losses or damages arising from their performance or non-performance.
• 4.5 The Seller is the issuer of the Product and fully responsible for honoring it and any losses or damages suffered by Shoppers caused by the Seller or the Product.
• 4.6 In the event that DhuMall is unsatisfied or has reasonable grounds to suspect that the Seller has committed one or more of the following actions:
  • (a) Breached any term of this TOS or any term of All Terms;
  • (b) Breached any policies issued and implemented by DhuMall;
  • (c) Infringed any Intellectual Property Rights of any third party;
  • (d) Acted fraudulently; and/or
  • (e) Acted in a manner detrimental to the interest of DhuMall and any other users on the Platform;
• 4.7 Upon the occurrence of any event shown in Clause 4.6, DhuMall shall, without prior notice to the Seller, reserve the right to take the following actions, including but not limited to:
  • (a) Suspend or terminate the Seller Account without notice;
  • (b) Limit access to the Seller Account’s features and privileges;
  • (c) Cancel the Seller’s Product listing;
  • (d) Forfeit the Seller Payment;
  • (e) Report to relevant authorities to procure criminal charges (if applicable); and/or
  • (f) Initiate civil actions to claim for damages and other relevant reliefs.
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5. Promotional Events

• 5.1 DhuMall may, at its sole discretion, offer various promotions, events, and activities from time to time to encourage and sustain Shopper interest in the Products listed on the Platform (“Promotion”).
• 5.2 Promotions shall be subject to separate promotion policies and procedures as determined by DhuMall from time to time at its sole and absolute discretion (“Respective Promotion Policy”).
• 5.3 When choosing to participate in a Promotion, the Seller is requested to review and understand the separate terms governing each individual Promotion. DhuMall may, at its sole discretion and with prior notice to the Seller, withdraw, modify, suspend, cancel, or delete all or part of the Promotion, the Respective Promotion Policy, or other terms and conditions governing such Promotion.
• 5.4 The Seller agrees and allows DhuMall, at its discretion, to conduct Promotions on behalf of the Seller to induce transactions between Shoppers and Seller by reducing, discounting, or refunding the Transaction Fee, giving free gifts, or in any other ways. Any adjustment to discounting or refunding of the Transaction Fee due to the Promotion shall not affect the originally determined Settlement Amount payable to the Seller.
• 5.5 For the purpose of promoting sales of Products listed by the Seller in conjunction with the Promotion, DhuMall may, subject to the Seller’s consent, post, publish, or upload such Products with the Product’s information and description provided by the Seller, at an adjusted price, on third-party websites such as portal sites and price comparison sites, and other websites operated by DhuMall and/or its affiliates. The Seller shall be paid according to the adjusted price agreed by the Seller, with no deductions or set-off on any Promotions, discounts, or refunds by DhuMall on the difference between the original price and the adjusted price. The Seller must first approve the contents and artwork of any usage of the Seller's Products, brand, image, business, and related identification.
  
  

6. DhuMall’s Obligations

• 6.1 DhuMall shall ensure compliance with all Applicable Laws in providing and maintaining the Platform and its Services for all Members.
• 6.2 DhuMall shall use commercially reasonable efforts to avoid any delay in processing Transactions and to resolve any disruptions or interferences with the Platform that may prevent Shoppers from accessing, browsing, or purchasing Products.
• 6.3 Notwithstanding the foregoing, DhuMall cannot guarantee continuous or secure access to the Services, as the operation of the Platform may be interfered with by numerous factors outside of DhuMall’s control. To the extent legally permitted, DhuMall makes no representations or warranties of any kind regarding the systems operated by DhuMall or any software and hardware provided. DhuMall shall not be liable for any loss of money, goodwill, reputation, or any special, indirect, or consequential damages suffered by the Seller, Shopper, or any third party in connection with the use of the Platform, including any loss of profit resulting from a breakdown in Services.
  
  

7. Intellectual Property Rights

• 7.1 The Seller shall ensure that all content provided on the Platform, including listings, information, specifications, photographs, and Products for sale, do not infringe or violate any Intellectual Property Rights, whether registered or unregistered. This includes, but is not limited to, trademark rights, patent rights, copyrights, trade names, domain names, portrait rights, design rights, utility models, trade secrets, know-how, confidential information, database rights, software rights, and semiconductor/circuit layout rights.
• 7.2 The Seller shall ensure that the use of such Intellectual Property Rights is with the prior approval or consent of the Intellectual Property Rights’ owner. If there are any proven claims of infringement or violation of Intellectual Property Rights made by a third party against the Seller’s use of Intellectual Property Rights on the Platform, DhuMall shall not be liable for any resulting liabilities. DhuMall may, at its sole discretion, permanently remove or take down the listing, information, specification, photograph of the claimed Products, and any such infringing materials.
• 7.3 DhuMall reserves the right to disclose any information or material provided by the Seller, including blogs, comments, content, or posts published, uploaded, or posted on the Platform, to DhuMall’s affiliated third-party websites for the purpose of promoting the Product, with prior consent from the owner of such information or content.
• 7.4 The Seller agrees to defend, indemnify, and hold harmless DhuMall (including its officers, directors, affiliates, agents, subsidiaries, joint ventures, and third-party service providers) from all actions, claims, and demands arising from the Seller’s unauthorized use of Intellectual Property Rights or violation of applicable intellectual property laws.
• 7.5 The Seller shall notify DhuMall as soon as practicable of any complaints or alleged claims of infringement of Intellectual Property Rights by any third party.
• 7.6 Neither party shall, during or after the expiration or termination of this TOS, use the other Party’s name (a) in or as the whole or part of its own trademarks, domain names, or trade names; (b) in a manner which may be confusing, misleading, or deceptive; and (c) in a manner that disparages the other Party.
• 7.7 This TOS does not give rise to one Party having any legal or beneficial rights, title, interest, or claim to the Intellectual Property Rights of the other Party. The Intellectual Property Rights, particularly brand names, of each Party remain the sole properties of that Party at all times.
• 7.8 The rights and obligations under this clause shall survive the expiration or termination of the Seller Account.
  
  

8. Product

• 8.1 The Seller agrees to submit all new Products to DhuMall’s Product Verification Panel (“Panel”) for review and approval before listing the new Product on the Platform. The Panel shall respond to the Seller within two (2) Business Days. Once approved, DhuMall shall display and publish the Seller’s Product on the Platform as directed by the Seller.
• 8.2 DhuMall reserves the right to reject or refuse to approve, publish, or display any Product at its sole discretion. If a submission is rejected or disapproved, the Seller may make the necessary amendments and resubmit it for approval.
• 8.3 The Seller warrants that:
  • (a) All Products listed on the Platform are original, of merchantable quality, genuine, authorized, legitimate, and meet the specifications and conditions prescribed by the Shopper. The Products do not infringe any third-party Intellectual Property Rights or violate any Applicable Laws. The Seller shall provide evidence or proof of ownership or authorization to use Intellectual Property Rights embedded in or used with the Product when requested by DhuMall;
  • (b) All Products listed and sold on the Platform comply with all Applicable Laws and advertising standards in Malaysia, as may be revised by the government or relevant authority from time to time.
• 8.4 If the Seller violates any warranty and such violation is not remedied within thirty (30) days of receipt of written notice from DhuMall, DhuMall may pursue any action set out in Clause 4.6, or permanently or temporarily remove or refuse to post any or all Products or content listed by the Seller.
  
  

9. Delivery

• 9.1 Delivery of Products to the Shopper in connection with any Transaction shall be subject to a separate delivery policy and procedures as determined and published by DhuMall from time to time at its sole discretion.
• 9.2 The Shopper is responsible for all shipping costs, including delivery fees, customs duties, taxes, and any other charges related to shipping and customs clearance. Any costs assessed against or incurred by the Seller and/or DhuMall shall be payable by the Shopper.
• 9.3 Upon receipt of payment from the Shopper, the Seller will receive an auto-generated email notification to process the Order(s). The Seller must take necessary actions to ensure delivery of the Product within three (3) working days of receiving the payment notification (“Days to Ship”). If the Seller fails to deliver the Product within the Days to Ship without prior written approval from DhuMall, DhuMall reserves the right to cancel the order on behalf of the Seller after seven (7) days and refund the Shopper, in accordance with the Cancellation, Exchange, Return, and Refunds Policy. In such cases, DhuMall may impose a penalty fee equivalent to 5% of the transaction amount (excluding shipping fees), to be borne by the Seller for each cancelled Transaction.
• 9.4 The Seller shall ensure that shipping and delivery information, including the delivery company name, tracking number, and other particulars pertaining to the Order, are accurately displayed on the Platform. The Shopper may cancel the Order with the Seller’s prior approval before the Product is shipped. DhuMall is not liable for any losses or damages to the Seller due to such cancellation, provided DhuMall or its representatives have not contributed to the delay.
• 9.5 The Seller shall cooperate fully with DhuMall’s Logistics Partner to ensure the Shopper receives the Product within the specified Shipment Estimated Time Arrival. If the Seller fails to deliver the Product within this period or the Product is not received by the Shopper due to the Seller’s negligence, such as delivering to the wrong address, the Seller shall bear all related liabilities.
• 9.6 DhuMall’s total liability to the Shopper in case of loss or damage to the Product during delivery by DhuMall’s Logistics Partner, where DhuMall is responsible for the risk, is limited to the Transaction Value of the Product.
• 9.7 DhuMall is not liable for any loss or damage to the Product during delivery by DhuMall’s Logistics Partner if such loss or damage is caused by the Seller’s instructions, the Seller’s failure to comply with All Terms or the separate delivery policy, or factors such as the decay of perishable Products.
  
  

10. Cancellation, Exchange, Return, and Refund

• 10.1 The cancellation, exchange, return, and refund of Products by Shoppers in connection with any Transaction shall be subject to a separate policy of the respective Product and such other procedures as may be determined by DhuMall from time to time, at its sole and absolute discretion (“Cancellation, Exchange, Return, and Refunds Policy”).
• 10.2 Shoppers may cancel the Order at any time before the shipment of the Product. Once the status of the purchased Product shows "Shipped" on the Platform, the Shopper’s request for cancellation will be subject to the Seller’s and DhuMall’s approval. In the event of any conflict arising from the decision to allow or reject such cancellation, DhuMall’s decision shall prevail. Shoppers may report to DhuMall at +60 16-420 5998 or support@dhumall.com for any non-arrival, or request for the return or exchange of the Product at any time within the Order Finalization Period (OFP). The OFP ends 24 hours after the Shipment Estimated Time Arrival, as determined by the Seller.
• 10.3 In the event of a return of a Product received by the Shopper, the Seller is required to provide an accurate address and contact details for the Shopper to return the Product. The Seller agrees to handle all return procedures of the respective Product, and DhuMall shall not serve as a handling agent for such returns.
• 10.4 Upon receiving any return/exchange requests from Shoppers, the Seller must respond with either approval or rejection within two (2) Business Days. If the Seller fails to respond within the stipulated time frame, DhuMall may assume that the Seller has accepted the Shopper’s request to return or exchange and shall automatically proceed with the refunds. Upon receiving the returned Products from the Shopper, the Seller shall verify and check the conditions of returned Products and confirm the return is successful. If the Seller wishes to dispute the Shopper’s return of the Products, or the Shopper’s request for a refund or exchange, DhuMall may postpone or delay the refunds upon the Seller’s request, provided the Seller offers reasonable grounds and supporting documents.
• 10.5 Any costs incurred from or arising out of the return/exchange/refund of the Product by the Shopper shall be borne by the defaulting party attributable to such Transaction, and DhuMall shall not be liable for any matter arising from or incidental to the return, exchange, or refund of any Transaction.
• 10.6 For the exchange of Products due to defects or delivery of the wrong Product, the Shopper must return the Product to the Seller. The Seller will deliver the replacement Product to the Shopper after receiving the returned Product. The Seller is obligated to inform the new tracking number for the delivery of the replacement Product to the Shopper. For exchanges due to the Shopper's change of mind, the exchange must be pre-approved by the Seller, and re-delivery charges will be borne by the Shopper. The re-delivery charges must be paid by the Shopper to the Seller after the Seller agrees to the exchange and has received the returned Product(s).
  
  

11. Content

• 11.1 The Seller and/or the Shopper may post, publish, or submit to the Platform any reviews, comments, photographs, videos, sounds, music, graphics, suggestions, ideas, questions, or other materials pertaining to the Product (collectively referred to as “Content”).
• 11.2 The Seller acknowledges that DhuMall shall not be liable for any damages resulting from any breach by the Shopper or any harm resulting from the Shopper’s submission of Content. DhuMall does not represent or warrant that any Content submitted by the Shopper is accurate or free from mistakes, omissions, falsehoods, defamation, obscenity, pornography, profanity, breaches of Applicable Laws, interference with third-party rights, software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or "spam". The Seller acknowledges that all reviews, whether positive or negative, on the Platform shall be treated equally. Any Content on the Platform is the Shopper’s personal experience, and DhuMall shall retain such Content provided it does not violate any of DhuMall’s content policies.
• 11.3 The Seller understands that the Platform is public and that DhuMall may use, modify, edit, delete, or republish such Content in any manner or medium as determined by DhuMall at its sole discretion.
• 11.4 For the avoidance of doubt, DhuMall shall have the right, but not the obligation, to:
  • (a) Monitor or review the submission of Content;
  • (b) Remove or refuse to post any Content within the Platform that DhuMall deems, at its sole discretion, to violate the content policy;
  • (c) Suspend or terminate access to the submission of Content on the Platform as deemed appropriate by DhuMall.
• 11.5 Provided that the Content does not violate any of DhuMall’s content policies, DhuMall reserves the right, at its sole discretion, to maintain any negative Content pertaining to the Product unless the Seller proves otherwise in writing to DhuMall that the Content contains mistakes, omissions, falsehoods, defamation, obscenity, pornography, profanity, breaches of law, or interference with third-party rights.
  
  

12. Access and Interference

• 12.1 The Seller acknowledges that the Platform may contain robot exclusion headers, and all information and content on the Platform, as well as software compilations, are updated in real-time and are proprietary or licensed to DhuMall by the Members of the Platform or third parties. The Seller agrees not to use or launch any automated system, software, or hardware, including “robot(s)”, “spider(s)”, “scraper(s)” or similar automated means to access the Platform or use its Services without DhuMall’s prior written permission.
• 12.2 The Seller agrees that it shall not:
  • (a) Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform's infrastructure;
  • (b) Copy, reproduce, modify, create derivative works from, distribute, publicly display any content, or promote and redistribute any part or all of the Services or in connection with DhuMall's business, except for the Seller's own information, on any media formats and through any media channels without DhuMall’s prior written permission;
  • (c) Interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform;
  • (d) Bypass the internal workings (including security features) or any other measures of DhuMall’s Platform for any purpose whatsoever.
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13. Limitation of Liability and Indemnity

• 13.1 Notwithstanding any other provisions herein, if DhuMall is nevertheless found liable to the Seller to the extent permitted by the Applicable Laws, the aggregate liability of DhuMall and its affiliates, shareholders, directors, officers, employees, agents, and representatives towards the Seller or anyone claiming through the Seller for all claims arising from the Transaction, tort, equity, or any other causes of action shall not exceed RINGGIT MALAYSIA THREE HUNDRED (RM300.00).
• 13.2 The Seller agrees to defend, indemnify (and keep indemnified), and hold DhuMall and its affiliates, and their agents, directors, officers, employees, successors, and/or assignees harmless from and against any claims, liabilities, damages, costs, judgments, losses, or expenses (including reasonable legal fees on a full indemnity basis), arising out of or in connection with:
  • (a) The Seller’s violation or breach of any terms, conditions, representations, and warranties of this TOS or any of All Terms, including warranties regarding the merchantable quality of the Products or any Applicable Laws, including local laws or ordinances, whether or not referenced herein;
  • (b) DhuMall’s enforcement or attempt to enforce the Seller’s obligations, except where such claims, liabilities, damages, costs, judgments, losses, or expenses arise solely as a result of DhuMall’s negligence.
• 13.3 Notwithstanding any other provision herein, neither party shall be liable to the other for any loss of profit, goodwill, business opportunity, anticipated savings, or any indirect, special, or consequential loss or damage suffered or flowing from this Agreement, even if reasonably contemplated or advised of the possibility of such loss or damage.
• 13.4 The rights and obligations under this clause shall survive the expiration or termination of this Agreement.
  
  

14. Termination

14.1 Either Party may terminate this Agreement and any Services provided to the Seller by providing at least thirty (30) days of prior written notice to the other party without assigning any reason.

14.2 DhuMall may unilaterally and immediately terminate the Agreement with the Seller and restrict the Seller’s use of the Services by giving written notice to the Seller upon the occurrence of any of the following events:

• (a) The Seller commits a breach of this TOS or any of All Terms which shall not be capable of remedy;
• (b) The Seller commits a material breach of this TOS or any of All Terms and fails to remedy the same within fourteen (14) days after receipt of written notice specifying the breach and requiring it to be remedied;
• (c) The Seller enters into liquidation, whether compulsorily or voluntarily, other than for the purpose of amalgamation or reconstruction, arrangement with its creditors, or has a receiver appointed in respect of all or any part of its assets or takes or suffers any similar action in consequence of debt;
• (d) Such termination is necessitated by any order or directive from any lawful, regulatory, governmental, or statutory authority having jurisdiction over the matters herein;
• (e) Such directive or regulation expressly prohibits either party from performing its obligations under this TOS;
• (f) The Seller ceases or threatens to cease carrying on its business; or
• (g) Both parties agree to a mutual termination.

14.3 Upon termination of this Agreement, the Services provided by DhuMall to the Seller shall be terminated immediately, and DhuMall may, within 24 hours from termination, permanently remove all of the Seller’s listings, publications, and Content from the Platform.

14.4 Within seven (7) Business Days from the termination date, DhuMall shall provide the Seller with a final summary of the total outstanding Settlement Amount for settlement purposes. All orders that have not yet been processed by the Seller and where the Product has not been shipped shall be canceled, and any payments received from Shoppers shall be refunded by DhuMall without further notice to the Seller, in accordance with the Cancellation, Exchange, Return, and Refunds Policy.

14.5 The expiry or earlier termination shall be without prejudice to and shall not affect any pre-existing liabilities of either party and shall not relieve either party of those obligations that by their nature shall survive such expiration or termination, including but not limited to Products purchased by the Shopper prior to termination.
 

15. Privacy or Personal Data Protection

15.1 The parties agree and undertake to preserve and maintain in confidence all Confidential Information received from the other party, except to the extent such information is public knowledge or becomes public knowledge other than by breach of this TOS.

15.2 The foregoing obligations shall not apply to any Confidential Information which:

• (a) Is or becomes generally available to the public through no action by the receiving party or its representatives in violation of this TOS;
• (b) Was known to the receiving party or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, which is not known to the receiving party to be prohibited from disclosing such information by a contractual or legal obligation of confidentiality;
• (c) Is disclosed with the disclosing party’s prior written consent;
• (d) Is independently developed by personnel having no access to the Confidential Information or otherwise independently obtained by the receiving party; and
• (e) Is required to be disclosed by law, court order, government directive, or guidelines, or where otherwise required by any relevant authorities, provided the receiving party promptly notifies the disclosing party in writing of such demand for disclosure so that the disclosing party may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.

15.3 If DhuMall has any reason to believe that any Seller is in breach of any of the terms of this TOS, DhuMall reserves the right to fully cooperate with governmental authorities in the investigation of any potential or ongoing criminal or civil wrongdoing. DhuMall may disclose, as required by law, court order, government directive, or guidelines, the Seller's identity and contact information, or other transaction-related data. The Seller hereby agrees to indemnify and hold DhuMall harmless from any claim, damages, cause of action, liabilities, or results arising from such disclosure.

15.4 Each party shall establish, implement, and maintain a security program that protects the data provided by the other party (if any) and includes appropriate administrative, physical, procedural, and technical information security safeguards to protect the other party’s data from accidental, unauthorized, or unlawful destruction, alteration, modification, access, disclosure, or loss.

15.5 The Seller hereby consents that personal information or data collected will be processed by DhuMall in accordance with the privacy policy and the data protection laws of Malaysia.

15.6 DhuMall represents, warrants, and undertakes to fully comply with the provisions of the Personal Data Protection Act 2010 (“PDPA”) and any other laws applicable to the processing (as defined in PDPA) of any information in respect of commercial transactions, that relates directly or indirectly to an individual who is identified or identifiable from that information or from that and any other information in the possession of DhuMall in connection with this TOS, including any sensitive personal data and expression of opinion about such individual (“Personal Data”).

15.7 Before using the Platform and/or Services, the Seller must read and consent to the processing of the Seller’s personal data as described in the Privacy Policy. For a complete description of how DhuMall uses and protects a Member’s personal data, the Seller may refer to the Privacy Policy available at https://shop.dhumall.com/page/privacy-policy.

15.8 By continuing to access the Platform and use the Services, the Seller is deemed to have accepted the terms of the Privacy Policy. Please do not use our Services or the Platform if you object to your personal data being used in the ways described in the Privacy Policy.

15.9 The rights and obligations under this clause shall survive the expiration or termination of the Seller Account.
 

16. Anti-Corruption

16.1 Neither Party shall receive or agree to receive from the other Party, nor offer or give or agree to give to the other Party and/or any public officials any gift or consideration of any kind as an inducement or reward for doing or forbearing to do, or for having done or forborne to do, any act in relation to the execution of this TOS. A breach of this condition by either Party or by anyone employed by it or acting on its behalf, which it has reason to believe has or has attempted to commit an act which is an offence under the Malaysian Anti-Corruption Commission Act 2009, shall entitle the other Party to terminate the Services at any time by giving immediate written notice and recover the amount of any loss resulting from such termination.

16.2 Both Parties shall comply at all times with the applicable laws in Malaysia, including, without limitation, the Malaysian Anti-Corruption Commission Act 2009, which includes its latest and updated versions and those pertaining to anti-corruption. Each Party shall inform the other Party in a reasonable manner if it learns or has any reason to know of any violation of such Applicable Laws that occurred or may have occurred in performing its obligations under this TOS.
 

17. Notices, Requests, and Demands

17.1 The Seller hereby consents to all notices and other communication methods as follows:

• (a) Any notice required to be served by either Party hereto on the other Party shall be in writing and shall be deemed sufficiently served if sent by registered post addressed to such other Party at its respective address stated herein or at its last known address in Malaysia;
• (b) Any notice, demand, or request sent to the Seller’s last known email address provided by the Seller shall be deemed received after sending;
• (c) Any notice, demand, or request dispatched by ordinary post shall be deemed received forty-eight (48) hours after posting.

17.2 Any notice to be given to DhuMall shall be in writing and delivered by hand or by registered or recorded delivery post or by electronic transmission to the following address and/or email address:

Address:
DhuMall Sdn. Bhd.
K03-12-11, Tower 3, UOA Business Park,
Jalan Pengaturcara U1/51,
Kawasan Perindustrian Temasya,
40150 Shah Alam, Selangor, Malaysia.

Email Address: seller@dhumall.com
 

18. Force Majeure

18.1 Neither Party shall be liable for any loss, damage, or penalty resulting from delays or failures in the performance of their obligations under this TOS if the delay or failure results from any act of God, war, riot, strike, lockout, industrial action, fire, flood, drought, storm, epidemic, pandemic, movement control order, technical or system failure, governmental laws or regulations, or any other event beyond the reasonable control of the Parties (“Force Majeure Event”). The Party affected by the Force Majeure Event shall:

• (a) As soon as practicable, serve written notice to the other Party specifying the particulars of the Force Majeure Event, the extent to which such Party is unable to discharge or perform its obligations, the cause(s) for the inability, and the estimated period during which such Party is unable to perform its obligations; and
• (b) Where applicable, promptly take and continue to take all actions within its powers to minimize the duration and effect of the Force Majeure Event.

18.2 The Party invoking this clause shall use commercially reasonable efforts to reinstate its ongoing obligations to the other Party as soon as practicable.

18.3 If any Force Majeure Event continues for a period exceeding one (1) month, either Party may, upon giving notice to the other, elect to terminate the Services.
 

19. Miscellaneous

19.1 The terms of this TOS and any updated version constitute the entire agreement between DhuMall and the Seller concerning its subject matter and supersede all previous agreements, arrangements, and understandings between the Parties.

19.2 The Seller is an independent contractor and is not an agent, representative, joint venturer, partner, employee, publisher, distributor, or endorser of DhuMall. No fiduciary relationship exists between DhuMall and the Seller.

19.3 This Agreement will inure to the benefit of DhuMall, its successors, and assigns, and may be transferred by DhuMall to any party without the Seller’s prior approval, with notice to the Seller. This Agreement is personal to the Seller and shall not, without DhuMall’s prior written consent, assign, novate, or otherwise deal with the whole or any part of this Agreement or its rights or obligations hereunder.

19.4 A delay or failure of any Party to exercise any right or remedy pursuant to this Agreement will not operate as a waiver of the right or remedy, and a waiver of any particular breach will not be a waiver of any other breach. All rights and remedies under this Agreement are cumulative, and the exercise of one right or remedy will not limit the exercise of any other right or remedy.

19.5 This Agreement is governed by and construed in accordance with the laws of Malaysia. If any provision of this Agreement is declared void, invalid, illegal, or unenforceable by any competent Court of jurisdiction in Malaysia, such provision shall be deemed severable, and the remaining provisions shall remain enforceable and effective.

19.6 Any dispute or claim arising out of or in any way connected to this Agreement, or any breach or alleged breach thereof, shall be settled and resolved amicably within thirty (30) Business Days (“Dispute Resolution Period”) of such dispute being brought to the notice of the Parties.

19.7 The non-prevailing Party, as determined by the arbitrator, shall pay all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) incurred by the prevailing Party, as determined by the arbitrator, in connection with any dispute unless the arbitrator directs otherwise.

19.8 Nothing shall preclude a Party from seeking interim or permanent equitable or injunctive relief, or both, from any competent court having jurisdiction to grant the same. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy for all claims through the arbitration described in this Clause 21.

19.9 The Parties shall, during the effective term of this Agreement and at any time after its termination, not exploit or disclose to any third party any Confidential Information concerning the relations between the Parties, or any confidential information concerning the business and operating procedures of the Seller or other confidential information obtained as a result of entering into this Agreement, except to the extent that such information is in the public domain other than as a result of a breach of this Clause. This Clause does not prevent the disclosure of Confidential Information in compliance with any orders from the authorities or to the Party’s professional service providers such as lawyers, auditors, and consultants.

19.10 Time, whenever mentioned in this TOS, shall be of the essence.

19.11 Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa.

19.12 Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty, or other provision except as expressly provided herein, and all conditions, warranties, or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by Applicable Laws.

 

Updated: 3 January 2025

APPENDIX 1
Definitions

• a) Agreement: The commercial terms as set out in this TOS and any schedule and appendix hereto, as may be amended, varied, modified, or supplemented by the parties in writing from time to time.
• b) Applicable Laws: Any applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions, or any decisions, determinations, or requirements of governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies.
• c) Business Day: A day on which banks are open for business in Kuala Lumpur, excluding weekends or public holidays.
• d) Confidential Information: Any information disclosed by a Party to the other pursuant to or in connection with this TOS or obtained by a Party as a result of entering into or performing its obligations under this TOS, excluding information readily available in the public domain or received from a third party prior to disclosure.
• e) Days to Ship: Three (3) working days after the date of receipt of the Order.
• f) Intellectual Property Rights: All copyright and intellectual property rights arising in any media, whether or not registered, including confidential information, trade secrets, goodwill, reputation, patents, trademarks/service marks, trade names, registered designs, and applications for protection or registration of these rights.
• g) Member: A registered member of the Platform, either as a Shopper or a Seller, who agrees to be bound by All Terms and is entitled to use the Platform to purchase and/or sell Products.
• h) Order: The order of Products and/or services placed by the Shopper via the Platform.
• i) Platform: Defined in Clause 1.1.
• j) Policies: Includes DhuMall Terms and Conditions, Privacy Policy, Cancellation, Exchange, Returns, and Refunds Policy, and all other policies posted on the Platform.
• k) Product: Seller’s products and/or services listed for sale on the Platform.
• l) Seller: A Member who sells Products through the Platform, subject to the Terms and Conditions, TOS, and Policies.
• m) Seller Payment: Defined in Clause 3.7.
• n) Services: Services offered by DhuMall through the Platform to Members, including third-party services like payment gateway and logistics management services.
• o) Settlement Amount: Defined in Clause 3.8.
• p) Shipment, Estimated Time Arrival: The estimated time for delivery of the Product to the Shopper by the assigned delivery company specified on the Product’s detail page.
• q) Shopper: A Member purchasing any Product and/or services from the Seller via the Platform.
• r) Transaction: A sale and purchase transaction of Products between a Shopper and a Seller conducted online via the Platform.
• s) Transaction Value: The face value of the Product paid by the Shopper to the Seller in connection with any Transaction.

APPENDIX 2

DhuMall’s Transaction Fee by product category

*Inclusive of 2% of payment gateway fee

APPENDIX 3

List of Prohibited Goods

Note: The list stated above is non-exhaustive and DhuMall reserves the right to impose any additional restrictions and prohibitions under this Appendix 3.