IBIZHO Merchant Terms & Conditions

These Merchant Terms & Conditions ("Terms") govern access to and use of the IBIZHO Platform and Services.

IBIZHO is operated by IoT Advance Sdn Bhd ("IBIZHO", "we", "us", or "our").

Applicability. These Terms apply to all access to and use of the IBIZHO Platform and Services, regardless of whether such access or use is made through the IBIZHO website, mobile application, web application, desktop application, API, software, integrated system, device, interface, or any other access method made available by IBIZHO.

1. DEFINITIONS

Platform means the IBIZHO software, website, applications, systems, interfaces, APIs, tools and related services made available by IBIZHO.

Store means the online storefront or other digital selling environment created or operated by a Merchant through the Platform.

Merchant Content means products, services, descriptions, images, prices, advertisements, trademarks, text, data and other materials submitted or displayed by the Merchant.

Customer means a customer or prospective customer who interacts with or purchases from a Merchant through the Store.

Third-Party Services means services supplied by independent third parties, including payment gateways, banks, financial institutions, logistics and courier providers, marketing providers, cloud providers, analytics providers, communication providers and other technology providers.

2. DESCRIPTION OF SERVICES

IBIZHO provides a subscription-based technology platform that enables Merchants to establish and operate online stores.

Depending on the applicable plan, the Platform may provide store creation, product/service listings, cart and checkout functions, order management, customer management, payment gateway integration, logistics integration, administration tools, analytics, marketing functions, hosting, technical infrastructure and support.

IBIZHO is a technology and software provider only. IBIZHO is not the seller, supplier, manufacturer, importer, exporter, distributor, agent or owner of any goods or services offered by a Merchant. Any contract for the sale or supply of goods or services is solely between the Merchant and the Customer.

3. MERCHANT RESPONSIBILITY

The Merchant is solely responsible for the lawful operation of its Store and business and for obtaining and maintaining all licences, registrations, permits, approvals and certifications required for its business, products and services.

The Merchant is solely responsible for the legality, safety, quality, authenticity and suitability of its products and services; the accuracy of descriptions, claims, prices and advertisements; consumer, tax, intellectual property, advertising and product-safety compliance; fulfilment; refunds and returns; warranties; complaints; and all obligations arising from its transactions.

IBIZHO does not provide legal, regulatory, tax, licensing or product-compliance advice to the Merchant.

4. LEGALITY OF PRODUCTS AND SERVICES

The Merchant warrants that every product or service offered through the Platform is lawful to advertise, offer, sell, supply and deliver online in each relevant jurisdiction.

The Merchant shall not use the Platform to offer or promote prohibited, illegal, unlicensed, counterfeit, stolen, fraudulent, deceptive, unsafe or otherwise unlawful products or services.

The Merchant is solely responsible for determining whether a product or service may legally be offered, sold, supplied or delivered and for obtaining all required approvals.

5. PROHIBITED AND RESTRICTED PRODUCTS

Prohibited or restricted products and services may include illegal drugs, weapons or prohibited weapons, counterfeit or stolen goods, fraudulent financial products or unlawful investment schemes, illegal gambling, unapproved regulated goods, intellectual-property-infringing goods or services, fraudulent or deceptive offerings, unsafe products, prohibited shipments and any other product or service presenting material legal, regulatory, reputational, payment or operational risk.

IBIZHO may maintain a separate Prohibited Products Policy and may update it from time to time.

Restricted products or services may only be offered where expressly approved in writing by IBIZHO and where the Merchant holds all required licences and approvals.

6. NO APPROVAL OR ENDORSEMENT

The availability of the Platform, publication of a listing, processing or attempted processing of a transaction, or availability of payment or logistics functionality does not constitute IBIZHO's approval, endorsement, verification or certification of a Merchant, product, service, transaction or business activity.

The ability to upload, publish or display Merchant Content does not mean that IBIZHO has determined its legality, safety, authenticity, quality, suitability or compliance.

7. IBIZHO IS NOT THE SELLER

IBIZHO provides technology infrastructure and tools only. IBIZHO does not take title to Merchant goods, manufacture or inspect every product, set Merchant prices, determine product suitability, guarantee quality, safety, legality, authenticity or availability, guarantee Merchant compliance, or become a party to any Merchant-Customer sale.

The Merchant acknowledges that IBIZHO cannot reasonably inspect or verify every listing, advertisement, transaction, customer interaction or business activity carried out through the Platform.

8. MERCHANT INDEMNITY

The Merchant shall indemnify, defend and hold harmless IBIZHO, its directors, officers, employees, contractors, affiliates, service providers and representatives from and against all claims, proceedings, investigations, penalties, fines, losses, liabilities, damages, costs and legal fees arising out of or relating to the Merchant's products or services, Store, transactions, illegal or unsafe products, defective or counterfeit goods, misleading claims, breach of law, intellectual-property infringement, Merchant Content, Customer complaints or disputes, misuse of payment or logistics services, violation of third-party terms, tax/customs/licensing liabilities, or breach of these Terms.

This indemnity survives suspension or termination of the Merchant's account.

9. THIRD-PARTY PAYMENT SERVICES

Payment processing is provided by independent Payment Service Providers and is subject to their terms, policies, approval requirements, technical limitations and fees.

IBIZHO does not guarantee payment account approval, payment-method availability, transaction approval, settlement, chargeback outcomes, fraud decisions, reversals, refunds or dispute outcomes.

The Merchant is responsible for complying with all requirements imposed by Payment Service Providers.

If a Payment Service Provider suspends, rejects, freezes, reverses, delays or terminates a transaction or account, IBIZHO is not responsible for the resulting loss or disruption except to the extent caused by IBIZHO's proven breach of these Terms.

10. THIRD-PARTY LOGISTICS SERVICES

Delivery, transportation, courier and fulfilment services are performed by independent Logistics Service Providers under their applicable terms.

The Merchant is responsible for accurate shipment and Customer information, appropriate packaging, declarations, prohibited-shipment compliance, customs requirements and ensuring that goods are legally transportable.

IBIZHO does not guarantee logistics availability, delivery times, successful delivery, condition of goods or provider performance.

IBIZHO is not responsible for losses, delays, damage, failed delivery or lost shipments caused by a Logistics Service Provider, except to the extent caused by IBIZHO's proven breach.

11. THIRD-PARTY MARKETING SERVICES

IBIZHO may integrate independent Marketing Service Providers for advertising, promotional campaigns, marketing automation, email, messaging, social media, analytics and customer engagement.

Third-party terms, policies, fees, approval requirements, privacy requirements and technical limitations may apply.

IBIZHO does not guarantee marketing results, sales, traffic, leads, customers, advertising approval, reach, impressions, conversions, analytics accuracy, channel availability or campaign performance.

The Merchant is solely responsible for marketing and advertising content, claims, offers, products and services and their compliance with applicable law.

IBIZHO is not responsible for third-party suspension, rejection, restriction, termination, algorithmic decisions, account limits, advertising decisions or resulting loss or damage.

12. OTHER THIRD-PARTY SERVICES

IBIZHO may depend on third-party payment gateways, banks, financial institutions, logistics and courier providers, cloud and hosting services, analytics providers, communication providers, security providers and other technology providers.

IBIZHO is not responsible for independent acts, omissions, outages, decisions, policies, charges, delays or failures of third-party providers.

Third-party services may be governed by separate terms and privacy policies.

13. MONITORING, INVESTIGATION AND REMOVAL

IBIZHO reserves the right, but does not assume an obligation, to monitor or review Platform activity. IBIZHO does not continuously monitor every Store, listing, transaction or activity.

Where IBIZHO receives a complaint or report, suspects illegal or prohibited activity, receives a notice from a service provider or rights holder, receives a request from an authority, or reasonably believes that these Terms have been breached, IBIZHO may investigate and take appropriate action.

Actions may include removing or disabling content, restricting a Store, disabling features, suspending payment or logistics functionality, suspending or terminating an account, preserving records, notifying service providers and cooperating with authorities.

IBIZHO shall not be liable for good-faith action taken under these Terms or applicable law.

14. IMMEDIATE SUSPENSION FOR ILLEGAL ACTIVITY

IBIZHO may immediately suspend or terminate access where it reasonably believes that the Merchant is involved in illegal or prohibited products or services, fraud, payment misuse, unlawful use of the Platform, material legal or regulatory risk, a regulatory or law-enforcement complaint, material breach of these Terms, or conduct that may cause material harm.

IBIZHO may request information or supporting documents before restoring access where appropriate and legally permissible.

15. MERCHANT ACCOUNT SECURITY

The Merchant is responsible for protecting its account credentials and for all activity conducted through its account.

The Merchant must promptly notify IBIZHO of unauthorised access, compromise, fraud or unauthorised transactions and must not share administrator credentials with unauthorised persons.

15A. ACCOUNT IDENTITY AND PROHIBITION ON TRANSFER

The Merchant's IBIZHO account is issued to the specific individual, company, business entity or organisation identified and registered during the account registration process.

The Merchant shall not: (1) transfer, assign, sell, lend, lease or otherwise allow another individual, company, business entity or organisation to use or take over its IBIZHO account; (2) change, replace or substitute the registered company, business entity or business identity associated with the account for the purpose of continuing to use the same account; (3) use a different company, business registration, legal entity, trading identity or other business identity to circumvent any suspension, restriction, termination, investigation, limitation or other action taken by IBIZHO; (4) register or operate an account on behalf of another entity while representing it as the same Merchant; (5) use changes to company ownership, directors, shareholders, business registration, trading name or other corporate information to circumvent these Terms or any action taken by IBIZHO; or (6) permit any successor, related entity, affiliated entity or newly incorporated entity to assume the account without the prior written approval of IBIZHO.

Any change to the legal entity, company registration, ownership or other material identity information associated with a Merchant account must be disclosed to IBIZHO and may require the Merchant to create a new account and enter into a new agreement, subject to IBIZHO's approval.

IBIZHO reserves the right to refuse any request to transfer or change the identity associated with an account and may require the Merchant to undergo a new registration, verification and approval process.

Where IBIZHO determines that a Merchant has attempted to circumvent a suspension, restriction, termination, investigation or other enforcement action by using another company, business entity, identity or account, IBIZHO may immediately suspend or terminate the relevant account(s) and take any other action permitted under these Terms and applicable law.

For the avoidance of doubt, a change of company name, incorporation of a new company, change of business registration, change of ownership or use of a related or replacement entity shall not automatically entitle the Merchant to continue using the existing IBIZHO account or Platform access.

16. MERCHANT CONTENT

The Merchant retains ownership of its Merchant Content.

The Merchant grants IBIZHO a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, transmit, technically modify, process and use Merchant Content as reasonably necessary to provide, operate, maintain and improve the Platform and Services.

The Merchant warrants that it has all rights and permissions required to submit and use its Merchant Content and remains solely responsible for claims arising from it.

17. SUBSCRIPTION AND FEES

The Merchant shall pay all applicable subscription fees and other charges.

Fees are payable according to the applicable billing cycle.

IBIZHO may change pricing, plans, features or charges by reasonable notice.

18. SERVICE AVAILABILITY

IBIZHO will use commercially reasonable efforts to make the Platform available, but does not guarantee uninterrupted or error-free operation.

Service interruptions may arise from maintenance, upgrades, technical failures, telecommunications, cloud or hosting services, cyberattacks, third-party failures, power or internet disruptions, government action or force majeure events.

19. DISCLAIMER

To the maximum extent permitted by law, the Platform and Services are provided on an 'as is' and 'as available' basis.

IBIZHO does not warrant uninterrupted availability, error-free operation, continued availability of particular features, sales results, Customer purchases, payment approval, uninterrupted logistics, sales generated by Merchant Content or that use of the Platform alone will ensure legal or regulatory compliance.

The Merchant should obtain its own professional legal, tax, accounting and regulatory advice.

20. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, IBIZHO shall not be liable for loss, damage, claim, expense or consequence arising from or relating to downtime, unavailability, website, application, software or system failure, technical errors, bugs or defects, server or hosting issues, internet or telecommunications failures, maintenance or upgrades, cybersecurity incidents or unauthorised access, data loss, payment interruptions or failures, logistics or delivery failures, third-party failures, lost sales, lost opportunities, lost profits, lost revenue, lost customers, loss of goodwill or reputation, Merchant Content, Customer disputes, Customer or third-party fraud, government or regulatory action, force majeure events or matters outside IBIZHO's reasonable control.

IBIZHO does not guarantee that the Platform will be uninterrupted, continuously available, secure or error-free.

If IBIZHO is legally liable for a claim that is not excluded under these Terms, its maximum aggregate liability shall, to the maximum extent permitted by law, be limited to the subscription fees actually paid by the Merchant for one (1) month immediately preceding the event giving rise to the claim.

For downtime, technical or system issues, the Merchant shall not be entitled to compensation, reimbursement, damages, lost profits or other monetary compensation except where such limitation is prohibited by applicable law.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by Malaysian law.

21. MERCHANT RESPONSIBILITY FOR CUSTOMER AND OTHER DISPUTES

The Merchant is solely responsible for product quality, authenticity, safety, descriptions, availability, pricing, refunds, returns, warranties, delivery, customer service, legality of sales, the Merchant-Customer contract, Customer claims, supplier or business-partner claims, intellectual-property claims, regulatory or government claims, tax obligations, payment matters attributable to the Merchant, logistics matters attributable to the Merchant, and any other unforeseen dispute, claim, complaint, demand, proceeding or disagreement arising from or relating to the Merchant's business, products, services, Store or transactions.

IBIZHO may provide technical assistance but does not become a party to or assume responsibility for such disputes.

The Merchant shall not hold IBIZHO responsible for disputes with Customers, suppliers, contractors, employees, agents, business partners or other third parties except for direct loss caused by IBIZHO's proven breach of these Terms.

22. TAXES

The Merchant is solely responsible for all applicable taxes, duties, levies, charges and government obligations arising from its business and transactions.

IBIZHO does not provide tax advice.

23. RECORDS AND COMPLIANCE

The Merchant shall maintain accurate business, Customer, transaction, product and regulatory records as required by applicable law.

The Merchant shall provide information reasonably requested by IBIZHO to comply with law, investigate suspected misuse, address complaints, respond to lawful authority requests or satisfy payment and logistics provider requirements.

24. TERMINATION AND SUSPENSION

Either party may terminate the applicable subscription in accordance with the relevant subscription terms.

IBIZHO reserves the right, at its sole and absolute discretion and to the maximum extent permitted by law, to suspend, restrict or terminate a Merchant account, Store or access to the Platform at any time, with or without cause and with or without prior notice.

IBIZHO may take immediate action where there is illegal or prohibited activity, fraud or deception, payment misuse, unlawful Platform use, material legal, regulatory, financial, security or reputational risk, a regulatory or law-enforcement complaint, material breach, false, inaccurate or misleading information, risk of harm, or where IBIZHO reasonably and commercially determines that continued provision of the Services is inappropriate.

Upon suspension or termination, IBIZHO may disable the Store, remove or restrict Merchant Content and suspend functionality or account access.

Termination or suspension does not affect accrued rights, obligations, liabilities or amounts due.

IBIZHO shall not be liable for loss of sales, revenue, profits, Customers, goodwill, business opportunities or data resulting from suspension or termination, to the maximum extent permitted by law.

Any attempt by a Merchant to circumvent a suspension, restriction or termination by registering, operating or using another company, business entity, trading identity or account shall constitute a material breach of these Terms. IBIZHO may immediately suspend or terminate the relevant account without liability to the Merchant, to the maximum extent permitted by applicable Malaysian law.

25. PRIVACY

IBIZHO processes personal data in accordance with its Privacy Policy and applicable Malaysian data protection laws.

The Merchant may process Customer, employee, supplier or other personal data through the Platform and is responsible for having the lawful basis, notices, consents and permissions required for such processing.

The Merchant shall not process personal data unlawfully.

26. COMPLAINTS AND LEGAL REQUESTS

IBIZHO may provide a channel for complaints or reports concerning Stores or Merchant activity.

The Merchant shall cooperate with reasonable investigations and lawful requests.

IBIZHO may disclose information where reasonably required to comply with law, court orders, regulatory requirements or lawful requests from authorities.

27. FORCE MAJEURE

IBIZHO shall not be responsible for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemic or pandemic, government action, telecommunications or internet failures, power outages, cyberattacks, failures of third-party infrastructure or other force majeure events.

28. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of Malaysia.

The parties submit to the jurisdiction of the courts of Malaysia.

IBIZHO may seek urgent injunctive or equitable relief where necessary to protect its intellectual property, confidential information, systems, security or business interests.

29. CHANGES TO THESE TERMS

IBIZHO may update these Terms to reflect changes to its services, technology, legal or regulatory requirements or business practices.

Material changes may be notified through the Platform, by email or by other reasonable means.

Continued use of the Platform after the effective date of an update constitutes acceptance of the updated Terms to the extent permitted by law.

30. SEVERABILITY

If any provision is held invalid, unlawful or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in effect.

31. ENTIRE AGREEMENT AND BINDING EFFECT

These Terms, together with the applicable subscription plan, order form, policies, guidelines and other documents incorporated into them, constitute the entire agreement between IBIZHO and the Merchant concerning the Platform and Services and supersede prior or contemporaneous discussions, communications, representations, understandings and agreements, whether written or oral.

By registering, purchasing, accessing, activating or using the Platform or Services, the Merchant acknowledges that it has read and understood these Terms and agrees to be bound by them.

The Merchant acknowledges that these Terms are intended to constitute a legally binding agreement and agrees to comply with all obligations, restrictions, representations, warranties and indemnities stated in them.

If the Merchant does not agree to these Terms, it must not register for, access, activate or use the Platform or Services.

Where an individual accepts these Terms on behalf of a company, business entity or organisation, that individual represents that they have authority to bind that entity, and the entity shall be bound by these Terms.

32. CONTACT

IoT Advance Sdn Bhd

Email: contactus@ibizho.com

Website: https://www.ibizho.com/

By registering for or using the Platform, the Merchant confirms that it has read, understood and accepted these Terms.