1. Agreement Overview

These Terms and Conditions (“Agreement”) govern the terms of participation in the DhuMall Strategic Marketing Partnership (“Partnership”) between DhuMall (“DhuMall”, “we”, “our”, or “us”) and the Partner (“Partner”, “you”, “your”). By entering into this Partnership, you agree to comply with these terms and conditions herein.

2. Partnership Overview

As part of the DhuMall Strategic Marketing Partnership, DhuMall will provide the Partner with access to its marketing resources, e-commerce platform, and related services to promote, market, and sell the Partner’s products or services to a global audience.

3. Scope of Services

DhuMall will provide the following DhuMall will provide the following services to the Partner:

• • Exclusive Marketing Campaigns: Tailored marketing strategies to promote your brand effectively.
  • Access to DhuMall’s Platform and Resources: Utilize DhuMall’s targeted email marketing, social media promotions, and influencer endorsements.
  • Affiliate Marketing Support: Leverage our global affiliate network for sales-driven campaigns.
  • Dedicated Account Management: A dedicated account manager to oversee your campaign performance and offer guidance.
  • Analytics and Reporting: Access to detailed performance reports for data-driven decisions.
  • Priority Placement for Enhanced Visibility: Your brand will receive priority placement on the DhuMall platform, increasing visibility and attracting a larger customer base. This feature ensures your products are prominently displayed, offering a higher chance of conversion.

4. Responsibilities of the Partner

• • Product/Service Information: The Partner agrees to provide accurate, up-to-date, and complete product or service information, including pricing, descriptions, and images.
  • Timely Communication: The Partner is responsible for promptly responding to communication from DhuMall, including approvals for campaigns and updates to product offerings.
  • Compliance with Laws: The Partner must ensure all products or services sold through the Partnership comply with applicable laws, regulations, and industry standards.
  • Payment of Fees: The Partner agrees to pay all fees outlined in the pricing structure, including onboarding fees, consultation fees, and monthly marketing fees as per the selected package.

5. Fees and Payment

• • Onboarding Fee: The Onboarding Fee is a non-refundable, annual fee that will be charged at the start of each year of the Partnership. This fee covers the administrative setup and access to DhuMall’s Strategic Marketing Partnership services.
  • Consultation and Campaign Setup Fee: Fees for initial consultation and campaign setup will be determined based on the scope of the services required. These fees will be agreed upon before the commencement of any work.
  • Monthly Marketing Fee: A recurring fee, based on the scope and intensity of the campaigns, will be charged on a monthly basis. The minimum commitment is one year.
  • Payment Terms: Payments are due in advance of services being rendered. Payment must be made via the agreed-upon method, such as credit card or bank transfer. Failure to make timely payments may result in suspension or termination of the Partnership.

6. Term and Termination

6.1 Term: This Agreement shall commence on the Effective Date, which is the date following the successful payment of the Onboarding Fee, and shall remain in effect for a minimum of one (1) year, unless terminated earlier as provided herein.

6.2 Termination by Either Party: Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party. Upon termination, the Partner remains liable for any outstanding fees owed to DhuMall under this Agreement.

6.3 Termination for Breach: DhuMall reserves the right to terminate this Agreement immediately if the Partner breaches any material term of this Agreement, engages in activities that harm the reputation of DhuMall, or violates applicable laws and regulations.

7. Confidentiality

Both parties agree to maintain confidentiality with respect to each other’s proprietary information. This includes, but is not limited to, business strategies, marketing materials, financial details, and other confidential business information disclosed during the term of this Partnership.

8. Intellectual Property
   • License: DhuMall grants the Partner a non-exclusive, non-transferable license to use its platform and marketing resources solely for the purpose of promoting and selling the Partner’s products or services.
   • Ownership:All intellectual property, including trademarks, branding, and content provided by DhuMall, remains the sole property of DhuMall. The Partner may not use any of DhuMall’s intellectual property without prior written consent.

9. Limitation of Liability

9.1 Exclusion of Liability:To the fullest extent permitted by law, DhuMall shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages arising out of or in connection with this Agreement. This includes, but is not limited to, loss of profits, revenue, business opportunities, goodwill, or data, even if DhuMall has been advised of the possibility of such damages.

9.2 Liability Cap: DhuMall’s total cumulative liability under this Agreement, whether in contract, tort, or otherwise, shall be limited to an amount not exceeding the Onboarding Fee paid by the Partner.

9.3 No Warranties: DhuMall makes no express or implied warranties regarding the performance, outcomes, or success of any marketing campaigns or services provided under this Agreement.

10. Indemnity

The Partner agrees to indemnify and hold harmless DhuMall, its affiliates, officers, directors, employees, and agents from any and all claims, losses, liabilities, damages, and expenses arising out of the Partner’s actions, omissions, or breach of this Agreement, including any claims made by third parties related to the Partner’s products or services.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration conducted in Malaysia, in accordance with the arbitration rules applicable in Malaysia.

12. Miscellaneous

12.1 Force Majeure: Neither party shall be held liable for failure to perform its obligations under this Agreement due to circumstances beyond its control, including but not limited to natural disasters, acts of war, terrorism, or government actions.

12.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, understandings, or agreements relating to the subject matter hereof.

12.3 Amendments: DhuMall reserves the right to modify, amend, or update these Terms and Conditions at any time. Partner will be provided with prior written notice of any changes, typically no less than 30 days before the updated terms take effect. Continued use of the services following such notice constitutes the Partner’s acceptance of the revised Terms and Conditions. If the Partner does not agree to the updated terms, they must notify DhuMall in writing before the changes take effect, and the agreement may be terminated in accordance with the termination terms.

By entering into this Partnership, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions outlined in this Agreement.

Last updated on 7^th January 2025