Please read this Terms and Conditions of Trade Partner Registration (“TCTPR”) carefully. By submitting your registration application to SUPER F MARKETPLACE (a brand owned, managed and operated by CAFFEINEES SDN. BHD. [Registration No.: 20060133998] ) (“Super F Marketplace”) of No. 16, Jalan Kampung Pandan, 55100 Kuala Lumpur, via the website at superf.shop (site), you agree that you have read and understood the terms in this TCTPR which are applicable to you. These TCTPR constitute a legally binding agreement (“Agreement”) between you and Super F Marketplace. The Agreement applies to your use of the trade partnership (as defined) provided by Super F Marketplace. If you do not agree to the terms of this TCTPR, please do not use or continue using the application.
Super F Marketplace may amend the terms and conditions stipulated in this TCTPR at any time without any reference to you. Such amendments shall be effective once they are posted on superf.shop. It is your responsibility to review the terms and conditions regularly. Your continue use of the trade partnership after such amendments, whether or not reviewed by you, shall bind you.
Subject to full compliance and fulfilment of criteria thereof, Super F Marketplace shall appoint an individual, firm or company as an authorized Trade Partner of Super F Marketplace to market, promote and supply its range of food and beverage products (“Products”) in the territory of Klang Valley and designated parts of Peninsula Malaysia only. The compliance and criteria requirement as a Trade Partner are (including but not limited to):-
You must be:-
- 18 years and above;
- Malaysian citizen or permanent residence holder;
- Has a valid NRIC or valid Passport
- Not be an undischarged bankrupt and in the case of a company, not wound-up.
2. Purchase Requirements
- Purchase a Starter Kit in the Trade Partner Dashboard with the sum of Ringgit Malaysia One Hundred Ninety Eight (RM198.00) or any other sum as may be determined by Super F Marketplace from time to time only upon the submission of this application;
- Make payment by way of integrated payment gateway (BoldPay) or online cash transfer to RHB Bank Berhad Account No : 21412900324433 in favour of “Caffeinees Sdn Bhd”. If payment by way of online transfer, kindly upload proof or receipt of payment/payment slip or photo;
- Receive an official receipt/certification of acknowledgement from Super F Marketplace after verification of payment which will take 3 to 5 working days;
- Receive a trade account known as “Trade Partner Dashboard” (“Trade Account”) which would include details of your Super F Wallet account and particulars with Super F Marketplace (“Super Wallet Account”) and any other particulars attached in the dashboard;
- Failure to make the said payment of Ringgit Malaysia One Hundred and Ninety Eight (RM198.00) or obtaining your Trade Account, any purchases made via the website will not entitled you to any commission (see later)
- Ensure that no third party name is registered as Trade Account save and except the registrant only. Super F Marketplace is at liberty to reject any third party trade account submitted by the Trade Partner.
3. Maintenance of Account
As a maintenance of the Trade Account:-
- There must be a minimum turnover spending of Ringgit Malaysia Two Hundred (RM200.00) only per calendar month for the Products by the Trade Partner;
- Any purchases by the Trade Partner shall be recorded on the Trade Account;
- Failure to achieve the expenditure for the Products of Ringgit Malaysia Two Hundred (RM200.00) only shall put the Trade Account into a state of dormancy;
- When Trade Account is in a dormant state for that month, any entitlement of commission (see later) due to the Trade Partner for that month shall be forfeited.
4. Purchases from Super F Marketplace By Trade Partner
The Trade Partner shall:-
- Make purchases for the Products through the website and arrange for delivery of the Products to the customers accordingly;
- Shall insist on an official receipt of the purchases made for the Products or otherwise may print the same from the website.
- Make payment shall be by way of cash or by credit cards through the designated payment gateway or by bank transfer; and
- Not to return any purchases of the Products made or seek any refund of the payment made for the Products.
5. Super F Wallet
- Super F Wallet is a service provided by Super F Marketplace to facilitate the storage of commission from purchases of Products or refunds (if any) or top ups for Products purchases. The sum reflected here will be your Super F Wallet balance;
- In the even you intend to top up your account via credit card/debit card/e-wallet, you hereby confirm, consent and irrevocably authorize Super F Marketplace to charge your credit card/debit card/e-wallet account via the authorized payment gateway (BoldPay), for the reload sum;
- You may request for transfer funds from your Super F Wallet to your bank account by submitting a withdrawal request. Once submitted, you may not modify or cancel a withdrawal request;
- No minimum or maximum withdrawal amount;
- Withdrawal request amount is subjected to a RM 1 administration fee on top of total withdrawal amount. Example : Super F Wallet Balance is RM236, to withdraw fully, the amount to request is RM235;
- All withdrawal are done via bank transfer, please provide the correct information on bank account details;
- Bank account must be owned by the Trade Partners. Super F Marketplace has the right to request for documents to verify the ownership of bank account;
- Withdrawal request needs to be requested 7 working days before 15th and 31st of each month. Once approved, transfer will happen on 15th and 31st of each month;
- All transfers will only be done on working days and may take up to 3 working days to be credited to your bank account;
- Super F Marketplace has the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal, and abusive or involves any criminal activity or where Super F Marketplace believes you to be in breach of this TCTPR.
6. Trade Partner’s Obligations
The Trade Partner’s obligations shall consist of:-
- Using his/her/their best endeavours to promote and market the Products and to seek orders for the Products;
- Generally assists Super F Marketplace in the sale of the Products;
- Not to sell or enter into negotiation or contracts for the sale of the Products on behalf of Super F Marketplace or to bind Super F Marketplace in any way;
- The conduct of promoting and marketing of the Products with all due care and diligence (including but not limited to widening the network of purchases through obtaining affiliates (see later)) and shall cultivate and maintain good relations with customers and potential customers in accordance to sound commercial principles;
- Making himself/herself/themselves available, at reasonable times and upon reasonable notice to Super F Marketplace for the purposes of consultation and advice relating to this TCTPR and the Products;
- Attend meetings and make calls at the expenses of the Trade Partner for the performance of this Agreement;
- Notifying Super F Marketplace of all enquiries concerning and orders for the Products which the Trade Partner receive from customers or potential customers;
- In relation to the Products:-
a. may describe itself as Trade Partner for Super F Marketplace;
b. not to hold itself out, or permit any person to hold it out, as being authorized to bind Super F Marketplace in any way;
c. not to do any act which might reasonably create the impression that it is so authorized; and
d. shall not hold itself as the exclusive Trade Partner of Super F Marketplace.
- Obtaining all licenses, permits or approval which are necessary or advisable for the sale of the Products;
- Notify Super F Marketplace of any changes in the laws and regulations relating to the nature, method of manufacture, packaging, labelling, or sale of the Products and shall notify Super F Marketplace forthwith if he/she/they become aware that Super F Marketplace or the Products are or may be in breach of any of those laws or regulations;
- Promptly notify Super F Marketplace of:-
a. any complaint or after-sales enquiry concerning the Products which is received by the Trade Partner; and
b. any matter likely to be relevant in relation to the sale, use or development of the Products.
- Not conducting himself/herself/themselves:-
a. to pledge the credit of Super F Marketplace in any way;
b. use any advertising, promotional or selling materials in relation to the Products except those supplied or approved by Super F Marketplace;
c. engage in any product which in the opinion of Super F Marketplace is prejudicial to Super F Marketplace’s business or the marketing of the Products generally; and
d. be concerned or interested either directly or indirectly in the manufacture, sale, promotion, marketing of any goods which compete with the Products.
7. Super F Marketplace’ Rights and Duties
Super F Marketplace shall be entitled:-
- For any reason reject any order for the Products;
- From time to time extend or reduce the range of the Products, or discontinue the same.
- At its own expense supply the Trade Partner samples, catalogues, advertising, promotional and selling materials, literature and information as the Trade Partner may from time to time reasonably require for the purpose of complying to its obligations under this TCTPR;
- Supply up to date copies of any standard price lists which has for sale of the Products, and
- To comply with all the applicable laws and regulations relating to the nature, method of manufacture, packaging and labelling of the Products.
8. Appointment of Trade Partner’s Affiliates
The Trade Partner shall be entitled to appoint his/hers/their own affiliates (“Affiliates”). In so doing, the Trade Partner shall:-
- Generate a referral link through the Trade Partner’s Trade Account with Super F Marketplace from the superf.shop website to enable the Affiliates to register accordingly. The link and or QR code given by Super F Marketplace is the permanent personal identification of the Trade Partner’s Affiliates; and
- Ensure the full compliance of the Affiliates under Item 2 and Item 3 of this TCTPR and is fully explained, read and understood by the Affiliates before the submission as Affiliates of the Trade Partner is made.
9. Financial Provisions
The remuneration entitlement of the Trade Partner shall be as follows:-
|1.||Purchases of frozen food category||10%|
|2.||Purchases of DIY Meal category||20%|
|3.||Affiliates purchases Starter Kit*||20%|
|4.||Affiliates purchases frozen food or DIY meal||5%|
- All commission due to the Trade Partner shall be entered into the Super Wallet Account of the Trade Partner on every purchase of the Products made.
- Upon the registration of the Trade Partner’s Account and commencement of trading therein, any commission due to the Trade Partner for the first (1st) month thereof shall not be reflected in the first (1st) calendar month’s statement but only be shown in the second (2nd) calendar month’s statement for the purchases made on the first (1st) calendar month;
- Any dormant account or shortfall of Ringgit Malaysia Two Hundred (RM200.00) only expenditure per month shall result in the forfeiture of the commission due for the particular month;
- Commissions due to the Trade Partner may be used to purchase any of the Products and or withdrawal with a minimum amount of Ringgit Malaysia Fifty (RM50.00) only from the Super Wallet Account on every 15th day or 30th day of the month provided always the Trade Account is not dormant;
- * One-off only from each Affiliates recruited by Trade Partner; and
- All payment commission due to the Trade Partner are exclusive of Sales and Services Tax (“SST”). Whereupon the SST is imposed on Super F Marketplace for the sale of the Products by the relevant authority, Super F Marketplace shall be entitled to pass on the SST to the Trade Partner accordingly.
- No order submitted by the Trade Partners/Affiliates shall be deemed to be accepted by Super F Marketplace unless and until confirmed in a confirmation by Super F Marketplace via the website;
- The Trade Partners/Affiliates shall be responsible to Super F Marketplace for ensuring the accuracy of the terms of any orders (including any applicable description or specification) submitted by the Trade Partners/Affiliates;
- The Trade Partners/Affiliates shall give Super F Marketplace the necessary information relating to the Products within a sufficient time to enable Super F Marketplace to make or prepare the Products in accordance to the order;
- The quantity and description of and any specification for the Products shall be those set in the Trade Partners’/Affiliates’ order.
- Super F Marketplace reserves the right to make any changes in the order, where circumstances compel Super F Marketplace to do so;
- No order which has been accepted by Super F Marketplace may be cancelled by the Trade Partners/Affiliates except with valid reason;
- Any cancellation accepted by Super F Marketplace with valid reason shall not be refunded with money but may be in exchanged with the same or lower value of the Products ordered;
11. Price for the Products
- The price of the Products shall be quoted by Super F Marketplace in the website;
- All quotations by Super F Marketplace and payments by the Trade Partners/ Affiliates are in the currency of Ringgit Malaysia
- The price quoted shall be inclusive of taxes payable to the relevant authority (if any); and
- Super F Marketplace shall reserve the right to make additional charges for special containers to package the Products.
12. Terms of Payment
- All payments by the Trade Partners/Affiliates are made via the website.
- The Trade Partners/Affiliates shall retain any e-receipt issued by Super F Marketplace for the purchase made as reference;
- Super F Marketplace shall be entitled to cancel any order for the failure by the Trade Partners/Affiliates to make the necessary payment.
- Delivery for the Products within the Klang Valley is Ringgit Malaysia Fifteen (RM15.00) only;
- Any delivery beyond the Klang Valley shall be subject to the rate as determined by Super F Marketplace prior to the order is being accepted;
- Delivery of the Products are only made available on every Monday, Wednesday and Friday;
- If Super F Marketplace fails to deliver the Stock for any reason other than cause beyond Super F Marketplace reasonable control or the Trade Partners’/ Affiliates’ fault, and Super F Marketplace is accordingly liable to the Trade Partners/Affiliates, Super F Marketplace liability shall be limited to the cost of the order to the Trade Partners/Affiliates.
- If the Trade Partners/Affiliates fail to take delivery of the Products or fail to give Super F Marketplace adequate delivery instructions at the time stated for delivery, without prejudice to any other right or remedy available to Super F Marketplace, Super F Marketplace may (a) place the Products at the stipulated address in the order (b) return the Products to Super F Marketplace’s premise as if the Products have been delivered to the Customers.
- The risks of the Products shall be deemed passed to the Customers upon the delivery thereof to the address stipulated in the order thereof.
14. Termination, Procedure of Termination and Consequences of Termination
Super F Marketplace shall be entitled:-
- To terminate this Agreement by written notice to the other if the other party commits any breach of the provisions of TCTPR, and in the case of the breach is capable of remedy, fails to remedy the same within fourteen (14) days after receipt of the written notice giving full particulars of the breach an requiring to be remedied;
- To terminate this Agreement where the Trade Partner has been adjudged a bankrupt, in liquidation or an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the other party, voluntary arrangements; and
- The Trade Partner or its Affiliates sell the Products below the recommended list price thereof.
Either Party shall be entitled:-
- To terminate this Agreement anything analogous to any foregoing under the law of any jurisdiction; and
- To terminate where the other party ceases or threaten to cease, to carry on business.
Rights of terminating party:-
- Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof; and
- The rights to terminate this Agreement shall be without prejudice to any other right or remedy of either party in respect of the breach concerned.
Procedure for Termination by Super F Marketplace:
- Super F Marketplace shall issue a show cause letter to the last known address of the Trade Partner alleging the act of misconduct and or breach thereof, the time and date of the alleged incident (if applicable);
- The Trade Partner shall be given a period of fourteen (14) days to reply as to why Super F Marketplace’s termination action should not be taken against the Trade Partner; failing to reply which, Super F Marketplace shall proceed with the termination of the Trade Partnership upon the expiry of the stipulated period; and
- If the Trade Partner has provided sufficient justification and reasoning to the satisfaction of Super F Marketplace, Super F Marketplace shall issue a letter to the effect that the Trade Partnership should not be terminated.
Upon the Termination for whatsoever reason:-
- Trade Partner shall cease to promote , market, advertise or sell the Products;
- The confidentiality of information pertaining to this TCTPR shall commence for a period of two (2) years;
- Subject to otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under the Agreement; and
- The crystallization of the Trade Account (where it applies to commission due to the Trade Partner).
15. Data Protection Statement
By submitting your application:-
- You hereby consent to the holding, storage and processing of personal information provided by you in any form whatsoever to Super F Marketplace and its partners thereof for all purposes relating to this Agreement. These include, but are not limited to (i) administering and maintain the Trade Partner’s record, (ii) providing information to Super F Marketplace, its partner, (iii) providing information for future undertakings or business by Super F Marketplace or its partner.
The Trade Partner shall:-
- Subject to compliance by Super F Marketplace with its obligations under this TCTPR, indemnify or caused to be indemnified Super F Marketplace against any liability (including all costs and expenses which Super F Marketplace may reasonably incur in defending any proceedings), which it may incur by reason of the Trade Partner’s performance or non-performance thereof to any other person or property.
Trade Partner shall at all times during the continuance of the Agreement and the termination thereof:-
- Use his/her/their best endeavour to keep all information of this TCTPR and Agreement confidential and accordingly not to disclose any information thereof to any other person;
- Not to use the information gathered from this Agreement of TCTPR for any purpose other than for the performance thereof;
- Only disclose information customers or Prospective customers;
- Any government or authority or regulatory body to such extent which are only necessary for purposes contemplated by the TCTPR; and
- Where the TCTPR is terminated, not to disclose the information of this TCTPR or Agreement for a period of two (2) years from the date of termination thereof.
18. Force Majeuere
In relation to either party, any circumstances beyond the reasonable control of that party (including but not limited to any strike, government directive, lock-out or act of God;
- Neither party shall be deemed to be in breach of this TCTPR or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations hereunder to the extent that the time for the delay, non-performance of that obligation shall be extended accordingly;
- If the Force Majeuere continues for a period of more than six (6) months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
19. General Provisions
- Nothing in this TCTPR shall create or deemed to create a partnership or the relationship of principal and agent or employer between Super F Marketplace and the Trade Partner or its Affiliates;
- This TCTPR shall be governed by and construed in all respects in accordance with the laws of Malaysia and each party hereby submits to the non-exclusive jurisdiction of the Malaysian Courts;
- This TCTPR is personal to the Trade Partner or its Affiliates, which may not without the written consent of Super F Marketplace, assign, mortgage or charge or dispose of any of its rights hereunder or sub-contract or otherwise delegate any of its obligations;
- Super F Marketplace may assign this Agreement and the rights, obligations or performance thereunder to its associated or subsidiary company; and
- If any provision of this TCTPR is held by any court or other competent authority to be void or unenforceable in whole or part, this TCTPR shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.