Merchant Contract
I. Definitions
II. License Fee
III. Force Majeure
IV. Warranties
V. Termination
VI. Limitation of Liability
VII. Indemnification
VIII. Confidentiality
IX. Data Protection
X. Intellectual Property Rights
XI. Arbitration
XII. Charges due to Additional Requirements
XIII. Applicable Law
XIV. Scope of service
XV. Additional Fee (If Any)
XVI. Hardware Policy
I. Definitions
  1. "Contract Start Date”: The "Contract Start Date" shall mean the date when the installation is complete and the "User Acknowledgement Form" is signed off by EasyEat and the respective person-in-charge from the merchant
  2. "Initial Contract Period": This Agreement shall commence on the Contract Start Date and continue for an initial period of 12 (Twelve) months unless terminated earlier in accordance with the terms herein. During the Initial Period, the Subscriber shall have full access to the Software Service as described in Annexure B and agree to pay the fees specified in Annexure A.1 herein.
  3. "Renewal Period": Upon expiration of the Initial Period, this Agreement shall automatically renew for successive renewal periods of 12 (Twelve) months each (each, a "Renewal Period"), unless either party provides written notice of non-renewal at least 30 (Thirty) days prior to the expiration of the then-current term. Any changes to the fees or terms of access during a Renewal Period shall be communicated to the Subscriber at least 30 (Thirty) days prior to the commencement of the Renewal Period.
  4. "Licensor": For this contract, Licensor shall mean EASY EAT AI SDN. BHD or any of its associate companies, its assigns and successors-in-title
  5. "Licensee": For this contract, Licensee shall mean the merchant or any of its associate company, its assigns and successors-in-title
  6. "License": For the purpose of this agreement, the licensor hereby grants to the licensee and its affiliates a non-exclusive right to use Easy Eat AI SDN. BHD proprietary solutions. The Licensee shall use the Easy Eat AI SDN. BHD proprietary solutions only for the premises where it has been installed.
I. Definitions
  1. "Contract Start Date”: The "Contract Start Date" shall mean the date when the installation is complete and the "User Acknowledgement Form" is signed off by EasyEat and the respective person-in-charge from the merchant
  2. "Initial Contract Period": This Agreement shall commence on the Contract Start Date and continue for an initial period of 12 (Twelve) months unless terminated earlier in accordance with the terms herein. During the Initial Period, the Subscriber shall have full access to the Software Service as described in Annexure B and agree to pay the fees specified in Annexure A.1 herein.
  3. "Renewal Period": Upon expiration of the Initial Period, this Agreement shall automatically renew for successive renewal periods of 12 (Twelve) months each (each, a "Renewal Period"), unless either party provides written notice of non-renewal at least 30 (Thirty) days prior to the expiration of the then-current term. Any changes to the fees or terms of access during a Renewal Period shall be communicated to the Subscriber at least 30 (Thirty) days prior to the commencement of the Renewal Period.
  4. "Licensor": For this contract, Licensor shall mean EASY EAT AI SDN. BHD or any of its associate companies, its assigns and successors-in-title
  5. "Licensee": For this contract, Licensee shall mean the merchant or any of its associate company, its assigns and successors-in-title
  6. "License": For the purpose of this agreement, the licensor hereby grants to the licensee and its affiliates a non-exclusive right to use Easy Eat AI SDN. BHD proprietary solutions. The Licensee shall use the Easy Eat AI SDN. BHD proprietary solutions only for the premises where it has been installed.
II. License Fee
  1. License fee shall be as per the terms and conditions signed on the contract by the merchant
III. Force Majeure
  1. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
IV. Warranties
  1. Each Party represents and warrants that, it is duly incorporated under Malaysian Laws and has the right, power and authority to enter into this Agreement and to fully perform its obligations hereunder.
  2. By entering into this Agreement, each Party represents and warrants that it does not violate any separate agreement, rights or obligations or arrangements or understandings existing between it and any other person or entity and nothing contained therein is contradictory to the terms and conditions of this Agreement.
  3. Each Party further represents that the execution and delivery of this Agreement does not violate any applicable laws, or its charter documents, or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which it is a party. That each Party is in compliance with the applicable laws.
  4. Each Party hereby acknowledges and accepts that the other Party has relied upon the above representations and warranties in deciding to enter into this Agreement.
V. Termination
  1. Both parties can terminate this agreement within 30 days prior notice given in written.
  2. In case of termination by the Licensee, the termination shall take effect from the next renewal date, after the end of current plan period. There shall be no pro-rata refund of the fee paid for the current plan period.
  3. After Termination, any pending payments shall be paid within a period of 7 days from the date of Termination subject to the receipt of proper and valid invoice.
  4. If the licensee does not make the payment within the renewal period, EasyEat may terminate the services before the payment is received with interest, if any.
VI. Limitation of Liability
  1. Notwithstanding anything to the contrary in this agreement or any other document signed between the Parties regarding the subject matter of agreement, either prior or subsequent to this agreement, in no event shall either party be liable for any loss of profits or revenue, or loss of data or goodwill or for any indirect, incidental, special or consequential damages incurred by the other party. Except for liabilities arising under the Indemnification provisions, and due to breach of Confidentiality, the maximum liability of either party shall in no case exceed the remuneration paid by the licensee pursuant to this agreement at the time at which an issue/claim arises.
VII. Indemnification
  1. Either party agrees to indemnify and keep the other party, its officers, directors, employees and affiliates indemnified from and against all claims, demands, actions, suits or cause of action arising out of or in connection with (i) the breach of the terms of this agreement by the party or any of its representatives, employees; (ii) breach of the applicable laws; (iii) breach of the privacy policies or any of the terms and conditions governing the
VIII. Confidentiality
  1. Each Party shall keep secret and confidential the methods, processes and techniques and all information, knowledge, trade practices, pricing and secrets communicated to such Party by the other Party under this Agreement. Any information accepted as confidential shall be used only as agreed and will not be revealed to any other third party without the express written permission of the disclosing Party. Each Party is obliged to prevent any unauthorized copying, use, and/or disclosure of any confidential information of or concerning the other party.
IX. Data Protection
  1. Both Parties further represents and warrants that it complies with the provisions of the Data Protection law including all other such legislation in respect of personal data derived from the agreement.
  2. Easy Eat does not share the customer and restaurant data with any third party or any other restaurant. Easy Eat will never use the data of restaurant to promote any services without the written consent of the restaurant owner.
  3. Easy Eat follows global best practices for security of data and conduct annual third party self-breach testing.
X. Intellectual Property Rights
  1. Both Parties hereby acknowledges that nothing in this agreement shall be deemed to transfer any right, title and interest in the other Party’s Intellectual Property in any manner whatsoever. The license only provides the licensee the right to use EasyEat's technology during the contract period.
XI. Arbitration
  1. Any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or validity thereof shall be first settled by arbitration in accordance to the provisions contained in the Arbitration Rules of the Regional Centre for Arbitration Kuala Lumpur. The award shall be final and binding on the Parties.
XII. Charges due to Additional Requirements
  1. Licensee can also avail additional services like SMS blast, URL Redirection and other customizations. Any extra request which is not part of the standard offering shall be evaluated by Easy Eat for estimating the resource requirement. Additional charges will be applicable for such customization requirements which require additional resource commitment from Easy Eat.
  2. Any extra charges incurred on delivery partners including (but not limited to) reasons such as 1. Waiting charges due to delay in preparing the food item and 2. Extra delivery charges because the order required a car for the delivery instead of a bike etc. shall be payable by the licensee and Easy Eat reserves the right to deduct these extra charges during the regular settlement.
XIII. Applicable Law
  1. This agreement shall be governed by and construed in accordance with the laws of Malaysia, which shall govern all actions arising hereunder, and the courts at Kuala Lumpur shall have exclusive jurisdiction over any matter concerning this Insertion Order.
XIV. Scope of service
  1. Please see Annexure B in the contract for a detailed scope of service
XV. Additional Fee (If Any)
  1. One-time setup fee for onboarding and on-ground training
  2. Delivery charges as applicable
  3. Payment Gateway Fee is applicable for any money processed by EasyEat due to delivery operations.
XVI. Hardware Policy
  1. The Licensor agrees to provide equipments as mentioned in Annexure A.3 to the Licensee as "Right to Use". This agreement shall not in any way be construed as a sale of equipment or lease of equipment or equipment mortgage by the licensor. The equipment is provided to the licensor purely for the purpose of using the Licensor’s software
  2. Upon the continued completion of 3 years from the contract date, the Licensor shall transfer the ownership of the equipment to the Licensee.
  3. In order to claim the right to equipment as mentioned in (2) above, the Licensee must have completed 3 years of continuous usage of EasyEat services
  4. The Licensee shall afford to the Licensor or its representative all facilities reasonably required by it to enable delivery and installation of the Equipment to take place and if so required to permit the Licensor to oversee the same.
  5. Care of the Equipment:
    1. Licensee to take all reasonable and proper care of the Equipment and keep the same in good and serviceable condition (reasonable wear and tear excepted) during the Period of the contract and, in the case of termination, until its return to the Licensor and carry out all periodical or other maintenance requirements in respect of the equipment prescribed by the Licensor with all due care in accordance with any such instructions and at the recommended time or times. All parts furnished in connection with such maintenance or repair shall thereupon become the property of the Licensor and part of the Equipment for all purposes.
    2. If the Equipment does not meet the operating standards for such Equipment at the expiration of the Primary Period or any Secondary Period, the Licensee will be required to have the Equipment serviced to bring it up to such standards prior to their return to the Licensor and the Licensee shall pay RM 10 each day for any such delay in performance.
  6. Operation of the Equipment: The Licensee shall use the Equipment in a good and careful manner, in a proper environment and in compliance with the applicable operating instructions and all applicable laws and regulations and for no other purpose than that for which such Equipment was designed and shall operate the Equipment and to permit the equipment only to be operated in a skilful and proper manner and by persons who are competent to operate such Equipment. Unless otherwise agreed, all such alterations, enhancements, modifications and attachments shall become a part of the Equipment;
  7. The Licensee agrees not to make or cause to be made any alterations amendment modification or addition to the equipment without the Licensor’s prior consent in writing (unless such alteration or modification is to give effect to an improvement in design or technology approved by the manufacturer) and that any such alteration or modification of whatsoever kind shall belong to and become the property of the Licensor and part of the Equipment if the Licensee does not remove the same prior to the return of Equipment to the Licensor;
  8. The Licensee agrees to permit the Licensor and any person duly authorised by the Licensor to enter on any land or premises in which the Equipment is for the time being sited so as to inspect and/or repair the Equipment at reasonable times and upon reasonable prior written notice;
  9. The Licensee agrees not to use or permit the Equipment to be used in contravention of any statutory provision or regulation or in any way contrary to law or for any purpose for which the Equipment is not designed or reasonably suitable;
  10. The Licensee agrees not to remove the Equipment from the Location without the Licensor’s consent in writing
  11. The Licensee agrees not to sell or offer for sale assign mortgage pledge sub-let or lend out the Equipment or in any way part with the Equipment or any interest therein but to keep the Equipment in its own possession or under its control and to prevent the creation of any charge or lien thereon provided that the Licensee may with the consent of the Licensor temporarily part with possession of the Equipment for the purposes of carrying out maintenance and repairs and provided further that such consent shall not be required in the case of emergency repairs to the Equipment or in the case of routine maintenance.
  12. The Licensee agrees that the Equipment shall remain the property of the Licensor (notwithstanding that it may have become affixed or attached to any land or building) and that the Licensee shall have no right or interest therein otherwise than as a Licensee and shall at no time do or permit to be done any act or thing which might prejudice or jeopardise the right of the Licensor in and to the Equipment;
  13. Return of Equipment:
    1. The Licensee agrees that in the event of the Licensee deciding to terminate the contract before the end of 3 year period, the Licensee shall return the equipment to the Licensor or pay the full amount of the equipment value as mentioned in Annexure A.2
    2. The Licensee agrees that in the event of termination as mentioned in 10(a) the Licensor has the right to repossess the equipment from the land(s) or property where the equipment is installed.
    3. In the event of non-repossession, the Licensee agrees that the licensor has the right to recover the full amount of the equipment as mentioned in Annexure A.2 along with any loss due to non-recovery from any pending dues/settlement to the Licensee until the Licensor has recovered the said amount.
    4. Upon expiry of the Period of License, the Licensee shall at its own risk, return the Equipment to the Licensor or as it may direct unencumbered and in good repair and condition (fair wear and tear excepted) except as mentioned in Annexure A.2.
    5. The Licensee shall be solely responsible for the costs of disconnection, migration of data, migration of applications, removal, re-certification and transport of the Equipment.
    6. In the event of the Equipment being repossessed or returned, the Licensor shall not be responsible or liable for any property or article alleged to have been left in the Equipment by the Licensee. Should any such property or article be found in the Equipment by the Licensor, the Licensor shall be at liberty to sell the property or article or dispose of the same in whatever manner it deems fit. The cost of such disposal, if any, shall be borne by the Licensee
  14. The licensee agrees that the Licensor can install software/apps/algorithms/Mobile Device Management as the Licensor deems fit in order to deliver the service and technology to the Licensee.
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