Seller Policy Pages
1. Definitions and Interpretations
1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any document referenced in this Agreement shall have the following meanings, unless otherwise expressly defined in this Agreement or therein: “Agreement” means the form attached to these General Terms and Conditions for FRUUGO Merchant Registration, including any schedules, appendices or other attachments to any of the foregoing, including all modifications, supplements and changes thereof; “Applicable Law” means any applicable law, regulation, rule, order, judgment or guideline adopted or issued by Parliament, Government or any competent court or authority in Malaysia, which exists now or in the future; “Business Day” means any day other than Saturdays, Sundays or public holidays in Kuala Lumpur, Malaysia; “Contribution” has the meaning given to it by Article 6 of these General Terms and Conditions; “Customer Account” means a customer’s registered account on the FRUUGO platform; “Driver” means the party that delivers the products ordered by a customer through the FRUUGO platform; “Effective Date” means the date on which Lazada approves the FRUUGO Merchant Registration Form submitted by the merchant; “Merchant Outlet” means owned, managed and registered by the merchant to enable Lazada. The restaurants or business premises served may be modified and added from time to time according to the agreement between the parties; "Merchant Information" refers to the merchant details as specified in the agreement; "Merchant SOP" refers to the standard operating procedures for merchants using FRUUGO services, which FRUUGO may modify from time to time at its sole discretion, with or without notice; "Merchant Wallet" refers to the funds account held by the merchant in the CMS for holding transaction funds; "Net Sales" 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 FRUUGO platform; (b) excluding merchant service fees, merchant surcharges and other charges (if any and applicable) recorded in the FRUUGO or its affiliates' systems; "Order" refers to a product order placed by a customer on the FRUUGO platform; "Parties" refers to the CMS and the merchant collectively, and "Party" means any one of them; "Products" refers to food and/or beverages sold by the merchant through the FRUUGO platform; "Service Fee" has the meaning given to it by Clause 7.1 of these General Terms and Conditions; "FRUUGO" "FRUUGO" refers to the mobile application or website operated by FRUUGO, FRUUGO's e-commerce platform; "FRUUGO Platform" refers to the food ordering and delivery platform operated by FRUUGO on the FRUUGO Platform for providing FRUUGO services; "FRUUGO Services" refers to the food ordering and delivery platform service that enables merchants to sell their products and customers to order products through the FRUUGO Platform, where delivery may be made by a driver or any other means determined by FRUUGO; "Transaction" refers to any transaction in which a customer orders and pays for products from a merchant through the Lazada platform; and "Transaction Funds" refers to the total amount paid by a customer through transactions conducted by FRUUGO services on the FRUUGO Platform. 1.2 In this Agreement (including these General Terms and Conditions): (a) references to statutory terms shall include that term and any regulations made pursuant to it, whether before or after that date, that amend or reformulate the terms of this Agreement from time to time, and any past statutory terms or regulations that are directly or indirectly superseded by that term or regulation (as amended or reformulated from time to time); (b) references to “written” or “in writing” shall include any visible form of reproduction; (c) references to “including” shall be construed as “including, but not limited to”; (d) references to “terms” or “schedules” shall refer to the following terms or schedules: these General Terms and Conditions (unless the context requires otherwise); (e) unless the context requires otherwise, words indicating the singular shall include the plural, and vice versa, and words indicating a particular gender shall include the other gender (male, female, or gender-neutral). 1.3 Headings in this Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the structure of the Agreement.
2. Scope
This Agreement, to which these General Terms and Conditions are attached, contains the terms for providing the FRUUGO Services (which may be amended from time to time).
3. Term
This Agreement shall remain in full force and effect for one (a) year from the effective date and shall be automatically renewed for one (a) year unless either party gives written notice to the other party at least thirty (a) years prior to the expiry of any term. 30) Days prior to the expiry of any term.
4. FRUUGO Service Description
4.1 The Merchant acknowledges and agrees that the FRUUGO Service provided by FRUUGO is limited to (a) referring customers to the Merchant; (b) acting as an intermediary between the customer and the Merchant, accepting orders and receiving payments from customers on behalf of the Merchant; and (c) acting as an intermediary between the customer and the Merchant, including relaying orders and making payments from customers to the Merchant. FRUUGO may, at its sole discretion, change the FRUUGO Service or suspend the Lazada Service without prior notice.
4.2 FRUUGO shall display the range of products offered by the Merchant on the FRUUGO platform, provided that such range has been communicated to FRUUGO and conforms to the standards separately determined and communicated to the Merchant by FRUUGO.
4.3 Merchants shall provide FRUUGO with all information required for FRUUGO to display products on the FRUUGO platform, including menus, products, product availability at any merchant outlet, opening hours and location of the merchant outlet, logos, images, prices, and company identification as required by FRUUGO (“Required Information”). For the avoidance of doubt, if a merchant fails to provide the Required Information to Lazada, FRUUGO has the right to use any information available to FRUUGO, including any images related to products on the FRUUGO platform. Any changes to such information must be notified to FRUUGO by the merchant no later than seven (7) business days before the changes take effect.
4.4 Merchants shall continuously verify the information published by the CMS and shall immediately notify the CMS of any errors or inaccuracies (within 1 hour of discovering the error or inaccuracy). For the avoidance of doubt, the merchant’s menus, products, logos, images, prices, company identification, and other relevant information may be displayed on the FRUUGO 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 an agent for any transportation service provider, courier, postal service provider, delivery service provider, catering supplier, or any other party. FRUUGO makes no representations or warranties, nor does it guarantee the quality, safety, and/or legality of any product. FRUUGO does not guarantee the identity of any customer or ensure 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 entered into between the Merchant and the customer. CMS is not a party to such contract and assumes no responsibility, obligation, or liability in connection with any such contract or any related matters. Any dispute arising from any product is solely between the Merchant and the relevant customer.
4.7 The Merchant must handle any refunds and/or claims arising from the transaction, including but not limited to order cancellations. CMS may assist the Merchant with refund and/or claim procedures, and the Merchant further agrees that CMS may, at its sole discretion, refund transaction funds to the customer without the Merchant's prior approval.
4.8 CMS reserves the right to suspend a specific transaction and/or customer account and/or merchant wallet and/or FRUUGO services if it believes that any of the following circumstances exist:
(a) FRUUGO deems it necessary or desirable to protect the security of the customer account and/or merchant wallet and/or Lazada services;
(b) FRUUGO believes that the transaction (i) violates the terms of this Agreement or the security requirements of the customer account and/or merchant wallet and/or Lazada services; (ii) is a suspicious, unauthorized, or fraudulent transaction related to, but not limited to, money laundering, terrorist financing, fraud, or other illegal activities; or
(c) is for the sale of goods and/or services that are not part of the merchant's agreed business activities or are deemed to violate applicable laws.
(d) If the merchant engages in any activity prohibited by the Merchant SOP or any other policy of the CMS or any applicable law; or
(e) other circumstances relating to the CMS's compliance with any applicable law.
4.9 FRUUGO may, at its sole discretion, provide merchants with periodic education regarding the development of FRUUGO services, including any changes or additions to FRUUGO service facilities.
4.10 FRUUGO reserves the right to deduct from transaction funds any service fees that FRUUGO is entitled to and any donations (if any) made through the FRUUGO platform to provide FRUUGO services.
4.11 If FRUUGO provides a merchant with any equipment related to the provision of FRUUGO services (“Equipment”), including but not limited to Electronic Data Capture (EDC), the merchant agrees that it is responsible for such Equipment and obligated to return it intact to FRUUGO upon termination of FRUUGO services. Further details regarding the use of Equipment, technical and operational support, and/or resolution of issues related to Equipment may be provided by FRUUGO in the Merchant SOP and/or published by FRUUGO on the FRUUGO platform, which will apply to and bind both parties.
5. Obligations
5.1 Merchants shall register as merchants using the FRUUGO Merchant Registration Form or any other method determined by FRUUGO. Merchants shall integrate FRUUGO services into the Merchant Outlet and operate in accordance with FRUUGO’s instructions and policies (which may be amended from time to time). 5.2 Merchants shall not permit any transactions involving any products or items prohibited or restricted by applicable law or CMS policies. 5.3 Merchants shall retain records relating to transactions for at least seven (7) years from the date the transaction occurred. 5.4 Merchants shall conduct business and operate the Merchant Outlet in accordance with applicable law and ensure that their business activities are not prohibited by applicable law. 5.5 Merchants shall always hold all relevant licenses and permits for conducting their business, including any food safety laws and regulations. If a merchant becomes aware of any breach of its business or if the relevant authorities discover that its business is in violation of any applicable law, the merchant must immediately notify the CMS (within one (1) hour of receiving the notification). 5.6 The merchant represents to the CMS and warrants that: (a) to the best of its knowledge, it has not received any funds in connection with any illegal, fraudulent, deceptive or manipulative conduct or practice, and that the merchant has not paid to or received funds from any illegal source. To the extent that the merchant becomes aware of any such transaction, the merchant agrees to immediately notify CMS to suspend any such transaction and/or customer accounts and/or merchant wallets; (b) Product-related information published on the FRUUGO platform complies with all legal requirements, including all information related to customer protection and welfare and any laws and regulations related to food sales; (c) The information provided by the merchant to CMS is up-to-date and accurate and does not infringe on the intellectual property rights of any third party; (d) The products provided, prepared and sold to customers are of marketable quality and consumer safety, and their storage, production and preparation comply with and will comply with all applicable retail, restaurant and food safety regulations as well as those by FRUUGO and any applicable laws; (e) The merchant possesses all licenses required by current laws and regulations and is not involved in any ongoing criminal, bankruptcy or tax proceedings or other pending penalties related to the merchant's business operations; (f) The merchant will not solicit data and/or information from customers or other parties in any way without the prior written approval of CMS and/or its affiliates. 5.7 If any product becomes spoiled, defective, or causes food poisoning, allergies, or other consequences affecting any customer, the merchant shall bear full responsibility and/or legal liability for such events and shall release and indemnify CMS from and against any claims, damages, or losses relating to such matters. 5.9 The Merchant owns or controls any person who is currently subject to any sanctions imposed or enforced by applicable government authorities in Malaysia (collectively, the “Sanctions”), and is not located, organized, or resides in any country or territory currently subject to the Sanctions. The Merchant shall not use the FRUUGO Services in any manner that would cause any party to violate the Sanctions. The Merchant and its subsidiaries and affiliates have not knowingly engaged in any transaction or deal with any person or party, or in any country or territory, that is or was subject to Sanctions at the time of the transaction or deal. 5.9 The Merchant agrees that it and its affiliates shall conduct business in accordance with applicable laws relating to anti-corruption laws and shall not, directly or indirectly, engage in any conduct that could lead to a violation of such laws, including but not limited to, directly or indirectly providing, offering, or promising anything of value that could lead to a violation of any such laws to any government authority or government official. The operations of the Merchant and its affiliates shall always comply with all material aspects of applicable laws relating to anti-money laundering and financial record keeping and reporting requirements. 5.10 The Merchant shall not: (a) decode or reverse engineer the systems of the CMS or CMS food platform; (b) (c) To perform any action that may cause damage and/or disruption to FRUUGO or the FRUUGO platform; or (d) To perform any action aimed at copying, duplicating and/or stealing information and/or data of FRUUGOServices, FRUUGO and/or customers. 5.11 Merchants agree to participate in FRUUGO’s promotional and marketing activities, including co-sponsored activities (“Activities Organized by FRUUGO (“Promotional Activities”)). If a merchant wishes to withdraw from participation in a Promotional Activity, the merchant shall notify the CMS’s customer service of its intention and complete an opt-out form. FRUUGO shall process the withdrawal request within fourteen (14) days of receiving the completed opt-out form. 5.12 Merchants shall be responsible for the confidentiality of any and all credentials, passwords, personal identification numbers (PINs) or any other codes used to access the Merchant Wallet. Merchants shall be solely responsible for all activities that occur under their Merchant Wallet, even if such activities or uses are not carried out by the merchant. Lazada shall not be liable for any loss or damage caused by unauthorized use of Merchant credentials or by the merchant’s failure to comply with these Terms.
6. FRUUGO Co-sponsored activities
If a merchant participates in the activity, the merchant's contribution to the activity (“Contribution”) shall be based on each net sales transaction recorded in the FRUUGO system. The CMS shall notify the merchant of their share of contribution in the relevant activity via email or any other means at the CMS's sole discretion.
7. Fees and Taxes
7.1 As consideration for the FRUUGO services provided by FRUUGO, the merchant shall pay FRUUGO a service fee (“Service Fee”) as stated in the FRUUGO Merchant Registration. The Service Fee shall be charged on each net sales transaction based on a successful transaction recorded in the CMS system. The Service Fee does not include any Service and Sales Tax (SST), and the merchant shall be responsible for any taxes collected by FRUUGO in connection with the Service Fee. 7.2 The terms of transaction fund settlement after deducting the Service Fee, contributions (if any), and/or other fees (if any) will be further specified in the Merchant SOP and subject to change at the CMS's sole discretion. 7.3 Unless otherwise provided by applicable law, for certain reasons, unless otherwise provided by applicable law, the Merchant hereby authorizes FRUUGO and/or its affiliates to initiate debit or credit entries to the Merchant's wallet at any time by giving 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 payment; (b) where CMS determines that the Merchant is engaged in any fraudulent or suspicious activity and/or transaction; (c) in connection with any rewards or rebates; (d) in connection with any uncollected fees or donations (if any); (e) in connection with the resolution of any transaction disputes, including any compensation due to or from the Merchant; (f) any other reason that CMS may determine in the future to be related to any transaction. 7.4 FRUUGO may, at its sole discretion, modify service fees, contributions or any other applicable fees, or include any additional fees at any time by giving written notice to the Merchant. 7. Taxes” and undertakes to pay all such taxes in a timely manner. If the Merchant fails to pay taxes, and CMS is required to pay such taxes and (if applicable) any related penalties, CMS shall have the right to recover such payments made by CMS.
8. Intellectual Property
8.1 FRUUGO and/or its licensors retain and shall retain all rights, title, and interest in all copyrights, trademarks, and other intellectual property rights contained herein and in connection with this Agreement, unless expressly granted to the Merchant in this Agreement. 8.2 The Merchant grants FRUUGO a worldwide, non-exclusive, royalty-free, and non-transferable license, solely for the term of this Agreement, to reproduce, use, and display any intellectual property rights licensed to the Merchant by or for the performance 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 may use or that may be available to FRUUGO. 8.3 The Merchant represents and warrants that it is the legal licensee of all intellectual property rights it owns or that are used under this Agreement, that there is no infringement or violation of any third party's title or intellectual property rights, and that no other party claims the same title to such intellectual property rights. 8.4 All reports, specifications, and other similar documents prepared or compiled in the course of this Agreement, including documents and materials relating to the FRUUGO Services and any derivative thereof, shall be the absolute property of such Agreement. The Merchant shall participate in the preparation process and at any time thereafter. For the avoidance of doubt, all intellectual property rights, specifications, and other similar documents present in this report shall always remain the property of the relevant party. 8.5 Each party warrants to the other that it will not use any of the other party's trademarks in any marketing activity, including but not limited to promotional activities, without the other party's prior written consent. Notwithstanding the foregoing, FRUUGO has the right to use the merchant's trademarks to promote FRUUGO services and related promotional activities on all platforms across all media worldwide.
9. No Warranty
9.1 FRUUGO services are provided "as is" without any express, implied, or statutory representations or warranties. FRUUGO and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees, and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. FRUUGO has no control over the products paid for through FRUUGO services. FRUUGO does not guarantee continuous, uninterrupted, or secure access to any part of the food service, and the operation of the FRUUGO website may be temporarily suspended for maintenance or upgrades, or subject to interference from many factors beyond FRUUGO's control. FRUUGO will make reasonable efforts to ensure timely processing of FRUUGO services, but FRUUGO makes no representations or warranties regarding the amount of time required to complete processing. 9.2 FRUUGO shall not be liable for any of the following: (a) any suspension or refusal of payment that FRUUGO reasonably believes to be fraudulent or unauthorized; (b) payment instructions received containing incorrect or malformed information; (c) malfunction of hardware, software, mobile devices, and/or internet connections due to (including but not limited to) viruses, interruptions, or other forms of system disruption (such as unauthorized access by a third party); (d) any of the circumstances specified in Section 4.8. (a) Any suspension or refusal to accept payments that CMS reasonably considers fraudulent or unauthorized; (b) Payment instructions received contain incorrect or malformed information; (c) Hardware, software, mobile devices, and/or internet connections malfunction due to (including but not limited to) viruses, interruptions, or other forms of system disruption (such as unauthorized access by a third party); (d) Any of the circumstances set forth in Section 4.8.
10. Confidentiality and Personal Information
10.1 Each party shall keep confidential all confidential information disclosed, provided, or otherwise made available to the Receiving Party by the Disclosing Party or on its behalf, for its own or any other person's benefit (except for proper performance of its obligations under this Agreement). "Confidential Information: 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 relating to the disclosing party or any of its officers, directors or employees, affiliates, marketing information, printed materials, rates and rate tables, contracts, regardless of their form, format or medium, whether machine-readable or human-readable, including written, oral or tangible form, including information conveyed or obtained through meetings, documents, letters or examination of tangible items. This clause does not apply to any confidential information disclosed, provided or otherwise made available by the disclosing party that is in the public domain and shall cease to apply to any information subsequently made publicly available, 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 would 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)" The receiving party shall ensure that its external auditors, lawyers, and professional advisors are contractually bound by the provisions of this Agreement and that appropriate confidentiality provisions are included in their employment and other applicable contracts. 10.3 Both parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform related to this Agreement. For the purposes of this Agreement, "3. Both parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform related to this Agreement." For the purposes of this Agreement, “3. The parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform in connection with this Agreement. For the purposes of this Agreement, “personal data” means personal data with the given meaning, controlled by the data user, and for which the data processor is required or required to provide services for the performance of this Agreement; “data processor” means, for the purposes of personal data, any person (excluding the data user’s employees) who processes personal data solely on behalf of the data user and not for any personal purpose; and “data user” means any person who processes any personal data alone or jointly or with others, or who controls or authorizes the processing of any personal data, excluding the data processor. 10.4 The confidentiality obligations under this Article 10 shall remain in effect after the termination of this Agreement and/or before the confidential information enters the public domain.
11. Force Majeure
11.1 The parties shall release themselves from all obligations and liabilities for delays in work caused by force majeure. “Force majeure” means any unforeseen and unavoidable event and/or special circumstances beyond the reasonable control of the parties, including but not limited to epidemics or pandemics (2019). Except for the COVID-19 pandemic/pandemic, natural disasters, war, rebellion, aggression, sabotage, public unrest, and the existence of government regulations in monetary matters directly affecting the performance of this Agreement. 11.2 If either party is delayed or unable to perform its obligations under this Agreement due to force majeure, it shall notify the other party in writing as soon as possible after the occurrence of the force majeure event.
12. Termination
12.1 Each party may terminate this Agreement immediately if: (a) the other party files for bankruptcy, becomes insolvent, or makes any arrangement, settlement, or assignment in the interests of its creditors, or appoints a receiver or administrator for that party or its business, or the party voluntarily (other than through reorganization or merger) or compulsorily liquidates; (b) the other party commits a material breach of this Agreement, or if the non-breaching party considers such breach remediable and provides an opportunity for remedy, but such breach is not remedied within 30 (thirty) days from the date the non-breaching party notifies the other party of such breach; (c) FRUUGO suspects any illegal conduct, illegal and/or fraudulent conduct committed by the merchant and/or its employees or agents; (d) the other party breaches or fails to comply with any applicable law that may adversely affect the non-breaching party in any material respect, including any food safety or other regulations relating to restaurants and/or catering; or (e) the other party is given 30 (thirty) days' written notice, for any reason or no reason. 12.2 Termination of FRUUGO Services shall not release or limit the obligations, liabilities, and responsibilities of the merchant or FRUUGO prior to termination. This includes any food safety or other regulations relating to restaurants and/or catering; (e) giving the other party 30 (thirty) days' written notice, for any reason or no reason. 12.2 The termination of the Lazada service shall not release or limit the obligations, liabilities and responsibilities of the Merchant or FRUUGO prior to the termination. This includes any food safety or other regulations relating to restaurants and/or catering; (e) giving the other party 30 (thirty) days' written notice, for any reason or no reason. 12.2 The termination of the FRUUGO service shall not release or limit the obligations, liabilities and responsibilities of the Merchant or FRUUGO prior to the termination.
13.1
The Merchant shall not assign any of its rights under this Agreement to any person without the prior written consent of CMS. 13.2 The Merchant shall not allow any other person (other than the Customer) to use the CMS food service without the prior written consent of CMS. 13.3 The provisions of this Agreement shall be binding on 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 has the authority to enter into any agreement of any kind on behalf of the other. 14.2 The third-party agreement by which the driver provides delivery services to the customer is a separate agreement between the customer and the driver. The driver is not an employee or agent of CMS. FRUUGO is merely an intermediary between the customer and the driver. 14.3 FRUUGO does not provide any transportation services and is not liable to either party for any actions, negligence, failure, lateness, or refusal to provide transportation services by the driver. 14.4 FRUUGO does not and should not guarantee the safety, reliability, compatibility, or ability of the driver in fulfilling their obligation to deliver products from the Merchant to the customer. Therefore, the Merchant hereby indemnifies and releases CMS from all and all liabilities, claims, causes, and
damages
arising out of or in connection with any and all claims made or threatened by any third party, including but not limited to damages, losses, liabilities, costs, and expenses (including full reimbursement of any legal and professional fees) suffered or incurred by the Indemnified Party in connection with any product, merchant using FRUUGO services or the FRUUGO platform, and/or any breach of any provision of this Agreement, except as caused by FRUUGO’s negligence, malice, or willful misconduct. Notwithstanding any other provision herein, the parties agree that neither party shall be liable to the other for any loss of profits, goodwill, business opportunities, and anticipated savings, or for 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 England. In the event of any dispute, controversy, claim or disagreement of any kind (“Dispute Notification”) arising between the parties, the parties shall, within thirty (30) days of receipt by one party, attempt (1) to notify the other party of the dispute, to resolve the dispute first through mutual discussion between the senior management of the parties. If the dispute cannot be resolved through mutual discussion within thirty (30) days, it shall be submitted to the International Arbitration Centre (“AIAC”) for arbitration and final resolution in accordance with the AIAC Arbitration Rules in force at the time, which are deemed to be incorporated into this Agreement by reference. 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 arbitration shall be English. The place and venue of arbitration shall be London, England. The parties agree that Part III of the Arbitration Act 2005 shall not apply to this Agreement or any arbitration proceedings arising out of or relating to this Agreement. Prior to the award of any arbitration proceeding under this Agreement, this Agreement and the rights and obligations of both parties shall remain in full force and effect.
17. Notices
17.1 All notices under this Agreement shall be sent by personal delivery, registered mail by overnight courier or by email to the following address: (a) If sent to FRUUGO Fountain Street House, 13 Fountain Street, Ulverston, UK.
Note: Group General Counsel (b) If sent to a Merchant, to the address listed in the Merchant's details or by other methods or means determined by FRUUGO. 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 in this Section 17; (b) if sent by overnight courier, on the second (2) business day following pickup of the courier; (c) if sent by email, on the day of sending, provided that such email is sent before 5:00 p.m. on a business day in Malaysia; if sent after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been served on the next business day. In the case of notices sent by the Merchant by email,
18. No Waiver
Failure by a party to perform any provision of this Agreement shall not be construed as a waiver of the right to perform such provision or any other provision of this Agreement. No waiver shall be construed as a continuing waiver.
19. Severability
If any part of this Agreement is invalid, illegal or unenforceable, such part shall be severable from the remaining parts of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by applicable law.
20. Entire Agreement
This Agreement (including all annexes and other documents mentioned herein, including but not limited to the Merchant SOP and FRUUGO's Standard Operating Procedures for Providing FRUUGO Services) represents the entire agreement between the parties concerning their subject matter, and the parties shall be bound by it. Everything not covered in this Agreement shall be specified in the Merchant SOP or any other document published by the CMS on the CMS platform. The Merchant SOP is an integral part of this Agreement, and by agreeing to this Agreement, the Merchant agrees to comply with the Merchant SOP. If there is any discrepancy between any provision of this Agreement and any provision of the FRUUGO platform or the Merchant SOP on the FRUUGO platform regarding the provision of FRUUGO Services, the Merchant SOP shall prevail. Last Updated: October 11, 2021
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Contact Info
- Address: UK Fountain Street House, Fountain Street, Ulverston, Cumbria, LA12 7EQ
- Telegram: FRUUGO96
- Email: fruugo96@gmail.com
