Seller Policy Pages

1. Definition and Explanation

1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any document referred to in this Agreement shall have the following meanings, unless otherwise defined in this Agreement or elsewhere: "Agreement" means the form attached to these General Terms and Conditions for HelloPanda Merchant Registration, including any annexes, appendices or other attachments attached to any of the above, including all modifications, supplements and changes thereof; Applicable Law "refers to any applicable laws, regulations, ordinances, orders, judgments or guidelines passed or issued by the Parliament, the Government or any competent court or authority in Malaysia, which currently or in the future exist; Business Day "refers to any day other than a Saturday, Sunday, or public holiday in Kuala Lumpur, Malaysia; 'Contribution' has the meaning given to it in Article 6 of these General Terms and Conditions; Customer account "refers to the registered account of the customer on the CMS platform; Driver "refers to the party who delivers the products ordered by customers through the HelloPanda platform; The "Effective Date" refers to the date on which HelloPanda approves the HelloPanda merchant registration form submitted by the merchant; Merchant Outlets "refers to restaurants or business premises owned, managed, and registered by merchants to enable HelloPanda services, which may be modified and added from time to time according to the agreement between the two parties; Merchant Information "refers to the merchant details specified in the agreement; Merchant SOP "refers to the standard operating procedures for merchants using HelloPanda services, which HelloPanda may modify from time to time at its discretion, with or without notice; Merchant Wallet "refers to the fund account held by merchants in CMS for holding transaction funds; Net sales revenue "refers to the total price of the products in the transaction, excluding any taxes (including but not limited to any sales and service taxes): (a) after deducting any discounts from merchants on the HelloPanda platform; (b) Excluding merchant service fees, merchant surcharges, and other fees recorded in HelloPanda or its affiliated company systems (if any and applicable); 'Order' refers to the product order made by the customer on the HelloPanda platform; The term 'all parties' refers to CMS and merchants collectively, and' one party 'refers to any one of them; The term 'product' refers to the food and/or beverages sold by merchants through the HelloPanda platform; The term 'service fee' has the meaning given to it in Article 7.1 of these General Terms and Conditions; HelloPanda Platform "refers to the e-commerce platform of the mobile application or website (www.HelloPanda. com) operated by HelloPanda; HelloPanda platform "refers to the food ordering and delivery platform operated by HelloPanda on the HelloPanda platform to provide HelloPanda services; HelloPanda service "refers to a food ordering and delivery platform service where merchants can sell their products and customers can order products through the HelloPanda platform, which can be delivered by drivers or any other method determined by HelloPanda; 'Transaction' refers to any transaction where a customer orders and pays for a product from a merchant through the HelloPanda platform; The term 'transaction funds' refers to the total amount of transaction payments made by customers through the HelloPanda service on the HelloPanda platform. 1.2 In the agreement (including these general terms and conditions): (a) references to statutory provisions shall include such provision and any regulations made in accordance with such provision, whether before or after that date, as amended or re enacted from time to time, and shall also include any past statutory provisions or regulations directly or indirectly replaced by such provision or regulation (as amended or re enacted from time to time); (b) The term 'written' or 'written' includes any visible means of reproduction; (c) The term 'including' should be interpreted as' including but not limited to '; (d) Referring to "terms" or "schedules" refers to the following terms or schedules: these general terms and conditions (unless the context otherwise requires); (e) Unless the context otherwise requires, words indicating singular should include plural, and vice versa, words indicating a specific gender should include other genders (male, female, or neutral). The headings in the agreement (including these general terms and conditions) are inserted for convenience only and should not affect the construction of the agreement.

2. Scope

The agreement attached to these general terms and conditions includes terms for providing HelloPanda services (which may be revised from time to time).

3. Deadline

This agreement shall remain in full force and effect for a period of 1 (one) year from the effective date and shall automatically renew for another 1 (one) year, unless either party gives written notice to the other party for at least thirty (one) years. 30) A few days before the expiration of any deadline.

4. HelloPanda Service Description

4.1 The merchant acknowledges and agrees that the HelloPanda service provided by HelloPanda is limited to (a) recommending customers to the merchant; (b) As an intermediary between customers and merchants, representing merchants to accept orders and receive payments from customers; (c) As an intermediary between customers and merchants, including conveying orders and making payments from customers to merchants. HelloPanda reserves the right to make changes or suspend HelloPanda services at its own discretion without prior notice.

4.2 HelloPanda shall display the product range provided by merchants on the HelloPanda platform, provided that the range has been communicated to HelloPanda and meets the standards separately determined and communicated to merchants by HelloPanda.

4.3 Merchants shall provide HelloPanda with all information necessary for HelloPanda to display products on the HelloPanda platform, including menus, products, product availability of any merchant outlet, business hours and location of merchant outlet, logos, images, prices, and company logos in accordance with HelloPanda's requirements ("Necessary Information"). For the avoidance of doubt, if the merchant fails to provide necessary information to HelloPanda, HelloPanda has the right to use any information available on HelloPanda, including any images related to the product on the HelloPanda platform. Any changes to such information must be notified to HelloPanda by the merchant no later than seven (7) working days before the changes take effect.

4.4 Merchants should continuously verify the information published by CMS, and if there are any errors or inaccuracies, they should immediately notify CMS (within 1 hour after discovering the errors or inaccuracies). For the avoidance of doubt, the merchant's menu, products, logo, images, prices, company identity, and other related information may be available on the HelloPanda platform and other media (including but not limited to Twitter, Facebook, and Google AdWords campaigns).

4.5 The merchant acknowledges and agrees that CMS does not provide transportation services and does not act as a transportation service provider, courier, postal service provider, delivery service provider, catering supplier, or agent of any party. HelloPanda makes no representations or warranties, and does not guarantee the quality, safety, and/or legality of any products. HelloPanda does not guarantee the identity of any customer or guarantee that the customer will complete the transaction.

4.6 The merchant acknowledges and agrees that the actual contract for the sale of goods is directly signed between the merchant and the customer, and CMS is not a party to such contract and does not assume any responsibility, obligation, or liability related to any such contract or any matter arising therefrom. Any disputes arising from any product are solely between the merchant and the relevant customer.

4.7 Merchants must handle any refunds and/or claims arising from transactions, including but not limited to chargebacks. CMS may assist merchants in processing refunds and/or claims procedures, and merchants further agree that CMS may, in its sole discretion, decide to refund transaction funds to customers without prior approval from merchants.

4.8 If CMS deems any of the following situations to have occurred, CMS reserves the right to suspend specific transactions and/or customer accounts and/or merchant wallets and/or HelloPanda services:

(a) HelloPanda deems it necessary or advisable to protect the security of customer accounts and/or merchant wallets and/or HelloPanda services;

(b) HelloPanda deems the transaction as (i) violating the terms of this agreement or breaching the security requirements of the customer's account and/or merchant's wallet and/or HelloPanda services; (ii) 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 products or business activities that are not agreed upon by the merchant, or for the sale of goods and/or services deemed to violate applicable laws;

(d) If the merchant engages in any prohibited activities as stipulated in the merchant's SOP or CMS, any other policies, or any applicable laws; or

(e) Other circumstances related to CMS's compliance with any applicable laws.

4.9 HelloPanda may, at its sole discretion, provide regular education to merchants regarding the development of HelloPanda services, including any changes or additions to HelloPanda service facilities.

4.10 HelloPanda reserves the right to deduct service fees that HelloPanda is entitled to from transaction funds, as well as donations (if any) for providing HelloPanda services through the HelloPanda platform.

4.11 If HelloPanda provides any equipment related to the provision of HelloPanda services ("Equipment"), including but not limited to Electronic Data Capture (EDC), to merchants, the merchants agree that they shall be responsible for such Equipment and are obligated to return it to HelloPanda in good condition upon termination of HelloPanda services. More detailed information regarding the use, technical and operational support of the Equipment and/or resolution of issues related to the Equipment may be provided by HelloPanda in the merchant SOP and/or published by HelloPanda on the HelloPanda platform, which shall apply and bind both parties.

5. Obligations

5.1 Merchants shall register as merchants using the HelloPanda merchant registration form or any other method determined by HelloPanda. Merchants shall integrate the HelloPanda services into their merchant outlets and operate in accordance with HelloPanda's instructions and policies (which may be revised from time to time). 5.2 Merchants shall not allow any transactions involving any products or items prohibited or restricted by applicable laws or CMS policies. 5.3 Merchants shall retain records related to transactions for at least seven (7) years from the date of the transaction. 5.4 Merchants shall conduct their business and operate their merchant outlets in accordance with applicable laws and ensure that their business activities are not prohibited by applicable laws. 5.5 Merchants shall always hold all relevant licenses and permits for conducting their business, including any food safety laws and regulations. If merchants become aware of any violations of their business or if relevant authorities discover that their business violates any applicable laws, they must immediately notify CMS (no later than one (1) hour after receiving the notice). 5.6 Merchants represent and warrant to CMS that: (a) to the best of their knowledge, they have not received funds related to any illegal, fraudulent, deceptive, or manipulative behavior or practices, and they have not engaged in or received funds from illegal sources. To the extent that merchants become aware of any such transactions, they agree to immediately notify CMS to suspend any such transactions and/or customer accounts and/or merchant wallets; (b) the information related to products published on the HelloPanda platform complies with all legal requirements, including all information related to customer protection and welfare, as well as any laws and regulations related to food sales; (c) the information provided by merchants to CMS is up-to-date and accurate, and does not infringe upon any intellectual property rights of third parties; (d) the products provided, prepared, and sold to customers are of merchantable quality and consumer safety, and their storage, production, and preparation comply with and will comply with all relevant retail, restaurant, and food safety regulations as well as those imposed by HelloPanda and any applicable laws; (e) they possess all licenses required by current laws and regulations, and are not involved in any ongoing criminal, bankruptcy, or tax proceedings or other pending penalties related to their business operations; (f) without the prior written approval of CMS and/or its affiliates, they will not solicit data and/or information from customers or other parties in any manner on behalf of CMS and/or its affiliates. 5.7 If any product is spoiled, defective, or causes food poisoning, allergies, or any other consequences affecting any customer, the merchant shall bear full responsibility and/or legal liability for such incidents, and shall indemnify and hold CMS harmless from any claims, damages, or losses related to such matters. 5.8 The person (s) owned or controlled by the merchant is/are currently the subject of any sanctions imposed or enforced by the applicable government authorities in Malaysia (collectively referred to as "Sanctions"), and is/are not located, organized, or resident in any country or region currently subject to Sanctions. The merchant shall not use the HelloPanda services in any manner that would cause any party to violate Sanctions. The merchant, its subsidiaries, and affiliates shall not knowingly engage in any transaction or dealings with any person or party, or in any country or region, that is or has been the subject of Sanctions at the time of the transaction or dealing. 5.9 The merchant agrees that it and its affiliates shall conduct their business in compliance with applicable laws related to anti-corruption laws and shall not directly or indirectly take any action that may result in a violation of such laws, including but not limited to directly or indirectly offering, providing, or promising anything of value to any government authority or government official that may result in a violation of any such laws. The operations of the merchant and its affiliates shall always comply with all material aspects of applicable laws related to anti-money laundering and financial record-keeping and reporting requirements. 5.10 The merchant shall not: (a) decode or perform any reverse engineering on the systems of CMS or the CMS food platform; (b) perform any action that may cause damage and/or disruption to the systems of HelloPanda or the HelloPanda platform; (c) perform any action aimed at copying, duplicating, and/or stealing information and/or data of HelloPanda Services, HelloPanda, and/or customers. 5.11 The merchant agrees to participate in promotional and marketing activities of HelloPanda, including jointly funded activities ("Promotional Activities"). If the merchant wishes to withdraw from participating in Promotional Activities, the merchant shall notify CMS's customer service of its intention and fill out the withdrawal form. HelloPanda shall process withdrawal requests within fourteen (14) days after receiving the completed withdrawal form. 5.12 The merchant shall be responsible for keeping confidential any and all identification credentials, passwords, personal identification numbers (PINs), or any other codes used to access the merchant's wallet. The merchant shall bear full responsibility for all activities occurring under its merchant wallet, even if such activities or usage are not implemented by the merchant. HelloPanda shall not be liable for any loss or damage arising from the unauthorized use of merchant credentials or the merchant's failure to comply with these terms.

6. HelloPanda Joint Funding Activity

If a merchant participates in an event, the merchant's contribution to the event ("Contribution") shall be based on each net sales recorded in the HelloPanda system. CMS shall notify the merchant of its share of Contribution in the relevant event via email or any other method determined by CMS.

7. Fees and taxes

7.1 In consideration of the HelloPanda services provided by HelloPanda, merchants shall pay service fees ("Service Fees") to HelloPanda as stated in the HelloPanda merchant registration form. The Service Fees shall be charged based on the net sales amount per transaction recorded in the CMS system. The Service Fees do not include any service and sales taxes (SST), and merchants shall be responsible for any taxes levied by HelloPanda on the Service Fees. 7.2 The terms for transaction fund settlement after deducting the Service Fees, contributions (if any), and/or other fees (if any) will be further specified in the merchant SOP and may be changed at the discretion of CMS. 7.3 Unless otherwise specified by applicable laws, for certain reasons, merchants hereby authorize HelloPanda and/or its affiliates to initiate debit or credit entries to the merchant's wallet at any time by written notice to the merchant, including the following: (a) to correct any errors in the processing of any transactions and/or instructions provided by the merchant to CMS, including but not limited to double payments; (b) if CMS determines that the merchant is engaged in any fraudulent or suspicious activities and/or transactions; (c) in relation to any rewards or rebates; (d) in relation to any uncollected fees or donations (if any); (e) in relation to the resolution of any transaction disputes, including any compensation due to or from the merchant; (f) for any other reasons related to any transactions as determined by CMS in the future. 7.4 HelloPanda may, at its discretion, modify the Service Fees, contributions, or any other applicable fees, or include any additional fees at any time by written notice to the merchant. 7. Tax) and undertakes to promptly pay all such taxes. If the merchant fails to pay taxes and CMS is required to pay such taxes and (if applicable) any related fines, CMS shall have the right to recover such payments made by CMS.  

8. Intellectual property rights

8.1 HelloPanda and/or its licensors retain and shall retain all rights, ownership, and interests in all copyrights, trademarks, and other intellectual property rights therein and related thereto, unless expressly granted to the merchant in the agreement. 8.2 The merchant grants HelloPanda a worldwide, non-exclusive, royalty-free, non-transferable license during the term of this agreement to reproduce, use, and display any intellectual property rights licensed to the merchant by or for the execution of this agreement. The merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights it licenses to HelloPanda. 8.3 The merchant represents and warrants that it is the owner or a legitimate licensee of all intellectual property rights used under this agreement, and that there is no infringement or violation of any third-party ownership or intellectual property rights, and that no other party will claim ownership of such intellectual property rights. 8.4 All reports, specifications, and other similar documents prepared or generated in the course of this agreement, including those related to HelloPanda services, materials, and any derivatives of any intellectual property rights granted by either party, shall be the absolute property of such party. The party involved shall participate in the preparation process and at any time thereafter. For the avoidance of doubt, all intellectual property rights existing in the reports, specifications, and other similar documents specified in this clause shall remain with the relevant party. 8.5 Each party warrants to the other party that it will not use any of the other party's trademarks for any marketing activities, including but not limited to promotional activities, without the prior written consent of the other party. Notwithstanding the above, HelloPanda has the right to use the merchant's trademarks to promote HelloPanda services and related promotional activities on all platforms in all media worldwide.

9. No warranty

9.1 HelloPanda services are provided "as is" without any express, implied, or statutory representation or warranty. HelloPanda, 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. HelloPanda does not have any control over products paid for through HelloPanda services. HelloPanda does not guarantee continuous, uninterrupted, or secure access to any part of the food service, and the operation of the HelloPanda website may be temporarily suspended due to maintenance or upgrades, or interfered with by many factors beyond HelloPanda's control. HelloPanda will make reasonable efforts to ensure timely processing of HelloPanda services, but HelloPanda makes no representations or warranties regarding the amount of time required to complete processing. 9.2 HelloPanda is not responsible for any of the following situations: (a) any suspension or refusal to accept payments that HelloPanda reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received containing incorrect or improperly formatted information; (c) hardware, software, mobile devices, and/or internet connections failing to operate normally due to (including but not limited to) viruses, interruptions, or other forms of system disruptions (such as unauthorized access by third parties); (d) any situations specified in Article 4.8. (a) Any suspension or refusal to accept payments that HelloPanda reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received containing incorrect or improperly formatted information; (c) hardware, software, mobile devices, and/or internet connections failing to operate normally due to (including but not limited to) viruses, interruptions, or other forms of system disruptions (such as unauthorized access by third parties); (d) any situations specified in Article 4.8. Interruptions or other forms of system disruptions, such as unauthorized access by third parties; (d) Any situation specified in Article 4.8. Interruptions or other forms of system disruptions, such as unauthorized access by third parties; (d) Any situation specified in Article 4.8.

10. Confidentiality and Personal Information

10.1 Each party shall keep confidential and shall not disclose to any person, directly or indirectly, for its own or any other person's benefit (unless for the proper performance of its obligations under this Agreement), any confidential information disclosed, provided, or otherwise made available to the receiving party by or on behalf of the disclosing party. "Confidential Information" includes confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and trading conditions, details of customers, suppliers, debtors, or creditors, information related to the disclosing party or any of its officers, directors, or employees, affiliated companies, marketing information, printed materials, rates and rate schedules, contracts, regardless of their form, format, or medium, whether machine-readable or human-readable, including written, oral, or tangible forms, as well as information conveyed or obtained through meetings, documents, letters, or inspection of tangible items. This clause does not apply to any confidential information disclosed, provided, or otherwise made available by the disclosing party that is already in the public domain and shall cease to apply to any information that subsequently becomes publicly available, except as a result of any breach by the receiving party. 10.2 The receiving party may disclose confidential information to (a) its directors and employees, provided that their duties will require them to access such confidential information, but 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 performance of their duties; (b) its external auditors, lawyers, and professional advisers, and the receiving party shall ensure that those to whom such information is disclosed are contractually bound by the provisions of this clause and include corresponding confidentiality provisions in their employment and other applicable contracts. 10.3 Both parties to this Agreement shall comply with all applicable laws and the respective obligations as a data user and data processor required by any privacy policies available on the CMS platform relating to any personal data related to this Agreement. For the purposes of this Agreement, "personal data" refers to personal data with the meaning ascribed to it, controlled by the data user, and required or required by the data processor to provide services for the performance of this Agreement; "Data Processor" refers to any person (excluding employees of the Data User) who processes personal data solely on behalf of the Data User and does not process personal data for any personal purpose; and "Data User" refers to any person who processes any personal data individually or jointly with others or controls or authorizes the processing of any personal data, but does not include the Data Processor. 10.4 The confidentiality obligations under this Article 10 shall remain valid after the termination of the agreement and/or before the confidential information enters the public domain.

11. Force majeure

11.1 Both parties shall be exempted from all obligations and responsibilities for work delays caused by force majeure. "Force majeure" refers to any unforeseeable, unavoidable events and/or special circumstances beyond the reasonable control of both parties, including but not limited to epidemics or pandemics (excluding the epidemic/pandemic of COVID-19), natural disasters, wars, insurrections, aggression, destruction, mass disturbances, and the existence of government regulations in monetary matters that directly affect the performance of the agreement. 11.2 If either party is delayed or unable to perform its obligations under this agreement due to a force majeure event, it shall promptly notify the other party in writing upon the occurrence of the force majeure event.

12. Termination

12.1 Each party may terminate this Agreement immediately under the following circumstances: (a) If the other party files for bankruptcy, becomes insolvent, or makes any arrangement or settlement with its creditors, or assigns a receiver or manager to the party or its business, or if the party voluntarily (other than for reorganization or merger) or compulsorily goes into liquidation; (b) In the event of a material breach of this Agreement by the other party, or if the non-breaching party believes that the breach is capable of being remedied and provides an opportunity for remedy, but the breach is not remedied within 30 (thirty) days from the date of notification of such breach by the non-breaching party; (c) If HelloPanda suspects any illegal behavior, illegal and/or fraudulent conduct committed by the merchant and/or the merchant's employees or agents; (d) If the other party violates or fails to comply with any applicable laws, which may adversely affect the non-breaching party in any material respect, including any food safety or other regulations related to restaurants and/or catering; (e) Upon giving 30 (thirty) days' written notice to the other party for any reason or no reason. 12.2 The termination of HelloPanda's services shall not relieve or restrict the obligations, responsibilities, and liabilities of the merchant or HelloPanda arising prior to the termination, including any food safety or other regulations related to restaurants and/or catering; (e) Upon giving 30 (thirty) days' written notice to the other party for any reason or no reason. 12.2 The termination of HelloPanda's services shall not relieve or restrict the obligations, responsibilities, and liabilities of the merchant or HelloPanda arising prior to the termination.

13. Homework

13.1 Without CMS's prior written consent, the merchant shall not transfer any of its rights under this agreement to any person. 13.2 Without CMS's prior written consent, the merchant shall not allow any other person (except customers) to use CMS food services. 13.3 The provisions of this agreement shall be binding on both parties and their respective successors and permitted assigns. 14. Relationship between the parties; driver as an independent contractor 14.1 Nothing in this agreement shall be construed as establishing a partnership, joint venture, or agency relationship between the merchant and CMS. Neither party shall have the authority to enter into any type of agreement on behalf of the other party. 14.2 The third-party agreement under which the driver agrees to provide food delivery services to customers is an independent agreement between the customer and the driver, and the driver is not an employee or agent of CMS. HelloPanda is merely an intermediary between the customer and the driver. 14.3 HelloPanda does not provide any transportation services, nor does it assume any liability to either party for any act, omission, failure, delay, or refusal to provide transportation services by the driver. 14.4 HelloPanda will not and shall not guarantee the safety, reliability, compatibility, or ability of the driver during the performance of its obligation to deliver products from the merchant to the customer. Therefore, the merchant hereby indemnifies CMS and releases CMS from any and all liabilities, claims, causes

15. Compensation

The merchant shall indemnify and hold harmless CMS, its affiliates, and their respective officers, directors, employees, agents, and third-party contractors ("Indemnified Parties") from any losses, liabilities, costs, and expenses (including full reimbursement of any legal and professional fees) suffered or incurred by the Indemnified Parties due to any claims made or threatened to be made or threatened by third parties in connection with any product, use of HelloPanda services, or HelloPanda platform by the merchant, and/or any violation of any provision of this agreement, except where caused by HelloPanda's negligence, malice, or willful misconduct. Notwithstanding any other provision herein, both parties agree that neither party shall be liable to the other party 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.

16. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of Malaysia. If any dispute, controversy, claim, or difference of any kind arises between the parties in connection herewith ("Dispute Notice"), the parties shall attempt, within thirty (30) days after receipt by one party, to (1) resolve such dispute through mutual discussions between senior management of both parties. If the dispute cannot be resolved through mutual discussions within thirty (30) days, it shall be submitted to the Asia International Arbitration Centre ("AIAC") for arbitration and final resolution. The arbitration shall be conducted in accordance with the AIAC Arbitration Rules then in effect, which rules are deemed to be incorporated by reference into this clause. There shall be one (1) arbitrator, jointly appointed by the parties. If the parties cannot agree on an arbitrator, the arbitration shall be appointed by the Director of the AIAC in accordance with the AIAC Rules. The language of the arbitration shall be English. The place and venue for 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 the arbitration proceedings arising out of this Agreement. Prior to the award in any arbitration proceedings conducted under this Agreement, this Agreement and the rights and obligations of the parties shall remain in full force and effect,

17. Notice

17.1 All notices under this Agreement shall be delivered by hand, sent via registered mail through overnight courier, or sent by email to the following addresses: (a) If sent to HelloPanda: HelloPanda Mobile Malaysia Sdn. Bhd. Level 25, Menara Southpoint, Mid Valley City, 59200, Kuala Lumpur, Malaysia. Email: legal.my@HelloPanda.com

Note: General Counsel of the Group (b) If sent to the merchant, it shall be sent to the address listed in the merchant details or through other methods or means determined by HelloPanda. 17.2 All notices under this Agreement shall be deemed to have been duly served: (a) if delivered by hand, when left at the address required by this Article 17; (b) if sent by overnight courier, on the second (2nd) business day after the courier collects the item; (c) if sent by email, on the day it is sent, provided that such email is sent before 5:00 pm on a working day in Malaysia; if sent after 5:00 pm on a working day or on a non-working day, it shall be deemed to have been served on the next business day. In the case of a notice sent by email by the merchant,

18. Do not abstain

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 this Agreement or any other provision. No waiver shall be construed as a continuing waiver.

19. Divisibility

If any part of this Agreement is invalid, illegal, or unenforceable, such part shall be severed from the remaining parts of this Agreement, and the remaining parts shall remain valid and enforceable to the fullest extent permitted by applicable law.

20. Entire Agreement

This agreement (including all attachments and other documents mentioned herein, including but not limited to the Merchant SOP and the standard operating procedures for providing HelloPanda services on the HelloPanda platform) represents the complete agreement between the parties regarding its subject matter, and the parties shall be bound by it. Anything not stipulated in this agreement shall be stipulated in the Merchant SOP or any other documents published on the cms platform by cms. The Merchant SOP is an integral part of this agreement, and agreeing to this agreement means that the merchant agrees to comply with the Merchant SOP. If there is any discrepancy between any terms of this agreement and any terms of the Merchant SOP on the HelloPanda platform or regarding the provision of HelloPanda services on the HelloPanda platform, the provisions of the Merchant SOP shall prevail. Last updated: October 11, 2021