Terms & Conditions
1. Definitions and Interpretation
1.1 The following terms used in this Agreement (including these General Terms and Conditions) or in any document referred to in this Agreement shall have the following meanings unless otherwise expressly defined in this Agreement or therein: “Agreement” means the form attached to the adelaidestores.com Merchant Registration to these General Terms and Conditions, including any schedule, appendix or other attachment attached to any of the foregoing, including all amendments, supplements and variations thereto; “Applicable Law” means any applicable law, statute, regulation, order, judgment or guideline passed or issued by Parliament, the Government or any competent court or authority in Malaysia, whether now or in the future in existence; “Business Day” means any day other than a Saturday, Sunday or public holiday in Kuala Lumpur, Malaysia; “Contribution” has the meaning ascribed to it in clause 6 of these General Terms and Conditions; “Customer Account” means the Customer’s registered account on the CMS Platform; “Driver” means the party who delivers the products ordered by the Customer through the adelaidestores.com Platform; “Effective Date” means the date on which adelaidestores.com approves the adelaidestores.com Merchant Registration Form submitted by the Merchant; “Merchant Outlet” means a restaurant or business premises owned, managed and registered by the Merchant to enable the adelaidestores.com service, as may be amended and added from time to time in accordance with the agreement between the parties; “Merchant Profile” means the details of the Merchant as set out in the Agreement; “Merchant SOP” means the standard operating procedures for the Merchant to use the adelaidestores.com service, as may be amended from time to time at the sole discretion of adelaidestores.com with or without notice; “Merchant Wallet” means the fund account held by the Merchant at CMS for holding transaction funds; “Net Sales” means the total price of the products in the transaction, excluding any taxes (including but not limited to any sales and service tax): (a) after deduction of any discounts offered by the Merchant on the adelaidestores.com platform; (b) Excluding merchant service fees, merchant surcharges and other fees (if any and where applicable) recorded in the systems of adelaidestores.com or its affiliates; “Order” means an order for products made by a customer on the adelaidestores.com platform; “Parties” means CMS and Merchant collectively, and “Party” means any of them; “Product” means food and/or beverage sold by Merchant through the adelaidestores.com platform; “Service Fee” has the meaning given to it in Clause 7.1 of these General Terms and Conditions; “adelaidestores.comPlatform” means the e-commerce platform operated by adelaidestores.com in the form of mobile application or website (www.cgwlcms.com.my); “adelaidestores.com Platform” means the food ordering and delivery platform operated by adelaidestores.com on the adelaidestores.com platform for the purpose of providing the adelaidestores.com Services; “adelaidestores.com Services” means the food ordering and delivery platform service whereby Merchants are able to sell their Products and Customers can order Products through the adelaidestores.com Platform, whereby delivery may be made by a Driver or by any other means as determined by adelaidestores.com; “Transaction” means any transaction whereby a Customer orders and pays for Products from a Merchant through the adelaidestores.com Platform; and “Transaction Funds” means the total amount paid by a Customer in connection with a transaction conducted through the adelaidestores.com Services on the adelaidestores.com Platform. 1.2 In the Agreement (including these General Terms and Conditions): (a) a reference to a statutory provision shall include that provision and any statute made under it, whether before or after the date of that provision, as amended or re-enacted from time to time, and shall include any past statutory provision or statute (as amended or re-enacted from time to time) directly or indirectly replaced by that provision or statute; (b) a reference to "writing" or "writing" shall include any visible reproduction; (c) a reference to "including" shall be construed as "including but not limited to"; (d) a reference to a "clause" or "schedule" shall mean a reference to the clause or schedule set out below: these General Terms and Conditions (unless the context otherwise requires); (e) unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a particular gender shall include the other gender (masculine, feminine or neuter). 1.3 The headings in the Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the construction of the Agreement.
2. Scope
The Agreement attached to these General Terms and Conditions contains the terms (as may be amended from time to time) on which the adelaidestores.com Services are provided.
3. Term
This Agreement shall continue in full force and effect for 1 (one) year from the Effective Date and shall automatically renew for successive 1 (one) year periods unless either Party gives the other Party written notice of at least thirty (one) days prior to the expiration of any term.
4. Description of adelaidestores.com Services
4.1 Merchants acknowledge and agree that the adelaidestores.com Services provided by adelaidestores.com are limited to (a) referring customers to Merchants; (b) acting as an intermediary between customers and Merchants, accepting orders and receiving payments from customers on behalf of Merchants; and (c) acting as an intermediary between customers and Merchants, including communicating orders and making payments from customers to Merchants. adelaidestores.com may make changes to the adelaidestores.com Services, or suspend the adelaidestores.com Services, at its sole discretion, without prior notice.
4.2 adelaidestores.com shall display the range of products offered by the Merchant on the adelaidestores.com Platform, provided that such range has been communicated to cgwlcms and meets the criteria separately determined by adelaidestores.com and communicated to the Merchant.
4.3 The Merchant shall provide adelaidestores.com with all information necessary for adelaidestores.com to display the Products on the adelaidestores.com Platform, including menus, products, product availability at any Merchant Outlets, opening hours and locations of Merchant Outlets, logos, images, prices and company identity as required by adelaidestores.com (“Necessary Information”). For the avoidance of doubt, if the Merchant fails to provide adelaidestores.com with the Necessary Information, adelaidestores.com shall be entitled to use any information available to adelaidestores.com, including any images relating to the Products on the adelaidestores.com Platform. Any changes to such information must be notified to cgwlcms by the Merchant at the latest seven (7) business days before the changes take effect.
4.4 Merchants shall continuously verify the information published by CMS and shall immediately notify CMS (within 1 hour of becoming aware of the error or inaccuracy) of any errors or inaccuracies. For the avoidance of doubt, the menus, products, logos, images, prices, company identity and other relevant information of the Merchant may be published on the adelaidestores.com platform and other media (including but not limited to Twitter, Facebook and Google AdWords campaigns).
4.5 Merchants acknowledge and agree that CMS does not provide shipping services and does not act as a shipping service provider, courier, postal service provider, delivery service provider, caterer or agent of any party. adelaidestores.com makes no representations or warranties and does not guarantee the quality, safety and/or legality of any product. adelaidestores.com does not guarantee the identity of any customer or ensure that a customer will complete a transaction.
4.6 Merchant acknowledges and agrees that the actual contract for the sale of goods is directly between the Merchant and the Customer and that CMS is not a party to such contract and assumes no liability, obligation or responsibility in connection with any such contract and any disputes arising from any product are solely between the Merchant and the relevant Customer.
4.7 Merchants must handle any refunds and/or claims arising from transactions, including but not limited to chargebacks. CMS may assist Merchants in handling refund and/or claim procedures, and Merchants further agree that CMS may, at its sole discretion, decide to return transaction funds to customers without Merchant’s prior approval.
4.8 CMS reserves the right to suspend specific transactions and/or customer accounts and/or merchant wallets and/or adelaidestores.com services if CMS deems that any of the following circumstances have occurred:
(a) adelaidestores.com deems it necessary or desirable to protect the security of Customer Accounts and/or Merchant Wallets and/or adelaidestores.com Services
(b) adelaidestores.com believes that the transaction (i) violates the terms of this Agreement or violates the security requirements of the Customer Account and/or Merchant Wallet and/or adelaidestores.com Services; (ii) is suspicious, unauthorized or fraudulent transaction related to, including but not limited to, money laundering, terrorist financing, fraud or other illegal activities;
(c) if the transaction is for the sale of goods and/or services that are not part of the Merchant’s agreed products or business activities or are considered to be in violation of applicable laws;
(d) if the Merchant engages in prohibited activities as provided for in the Merchant SOP or any other policy of the CMS or any applicable law; or
(e) otherwise related to CMS’ compliance with any applicable laws.
4.9 adelaidestores.com may, at its sole discretion, provide Merchants with periodic education regarding developments in the adelaidestores.com Service, including any changes or additions to the adelaidestores.com Service facilities.
4.10 adelaidestores.com reserves the right to deduct from the transaction funds the service fees to which adelaidestores.com is entitled and donations (if any) for the provision of adelaidestores.com services through the adelaidestores.com Platform.
4.11 If adelaidestores.com provides any equipment to the Merchant in connection with the provision of the adelaidestores.com Services (“Equipment”), including but not limited to Electronic Data Capture (EDC), the Merchant agrees that it is responsible for such Equipment and is obliged to return it to cgwlcms in good condition upon termination of the adelaidestores.com Services. Further details on the use of the Equipment, technical and operational support and/or resolution of issues related to the Equipment may be provided by adelaidestores.com in the Merchant SOP and/or published by adelaidestores.com on the adelaidestores.com Platform, which will apply and bind the parties.
5. Obligations
5.1 Merchant shall register as a Merchant using the adelaidestores.com Merchant Registration Form or any other method determined by adelaidestores.com. Merchant shall integrate the adelaidestores.com Services into the Merchant Outlet and operate in accordance with the instructions and policies of adelaidestores.com (as may be amended from time to time). 5.2 Merchant shall not allow any transaction for any product or item prohibited and restricted by applicable law or CMS policies. 5.3 Merchant shall retain records related to transactions for at least seven (7) years from the date the transaction occurred. 5.4 Merchant shall conduct its business and operate the Merchant Outlet in accordance with applicable laws and ensure that its business activities are not prohibited by applicable laws. 5.5 Merchant shall at all times hold all relevant licenses and permits for the conduct of Merchant business, including any food safety laws and regulations. Merchant must immediately notify CMS (not more than one (1) hour after receipt of the notice) if Merchant becomes aware of any violation of its business or if the relevant authorities discover that its business violates any applicable law. 5.6 Merchant represents and warrants to CMS that: (a) to the best of its knowledge, it has not received funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and Merchant has not transferred funds to or from illegal sources. To the extent that Merchant becomes aware of any such transactions, Merchant agrees to immediately notify CMS to suspend any such transactions and/or Customer Accounts and/or Merchant Wallet; (b) the information published on the adelaidestores.com platform relating to the Products complies with all legal requirements, including all information relating to the protection and welfare of customers and any laws and regulations relating to the sale of food products; (c) the information provided by Merchant to CMS is current and accurate and does not infringe any third party’s intellectual property rights; (d) the Products offered, prepared and sold to customers are of merchantable quality and safe for consumption and their storage, production and preparation comply and will comply with all relevant retail, restaurant and food safety regulations and those established by adelaidestores.com and any applicable laws; (e) all licenses required by current laws and regulations are in place and there are no ongoing criminal, bankruptcy or tax proceedings or other penalties pending in connection with Merchant’s business operations; and (f) not solicit data and/or information from customers or other parties in any manner on behalf of CMS and/or its affiliates without the prior written approval of CMS and/or its affiliates. 5.7 If any product spoils, is defective, or causes food poisoning, allergies or other consequences affecting any customer, the Merchant shall bear full responsibility and/or liability for such events and shall release and indemnify CMS from any claims, damages or losses in connection with such matters. 5. Merchant does not own or control a person who is currently the subject of any sanctions imposed or enforced by applicable government authorities in Malaysia (collectively, “Sanctions”), nor is the Merchant located in, organized or resident in a country or region currently subject to Sanctions. Merchant shall not use the adelaidestores.com Service in any manner that would cause any party to violate Sanctions. Merchant and its subsidiaries and affiliates have not knowingly entered into any transaction or dealing with any person or party, or in any country or region, who is or has been the subject of Sanctions at the time of the transaction or dealing. 5.9 Merchant agrees that it and its affiliates shall conduct its business in compliance with applicable laws related to anti-corruption laws and shall not, directly or indirectly, take any action that would cause a violation of such laws, including, without limitation, directly or indirectly, offering, providing or promising anything of value to any government authority or government official that would cause a violation of any such laws. The operations of Merchant and its affiliates shall at all times comply with all material aspects of applicable laws relating to anti-money laundering and financial record keeping and reporting requirements. 5.10 Merchant shall not: (a) decode or perform any reverse engineering of the systems of the CMS or CMS Food Platform; (b) (c) perform any action that may cause damage and/or disruption to the systems of adelaidestores.com or the adelaidestores.com platform; (d) perform any action intended to copy, replicate and/or steal information and/or data of adelaidestores.comServices, adelaidestores.com and/or its customers. 5.11 Merchant agrees to participate in adelaidestores.com's promotional and marketing activities, including co-sponsored activities ("Activities organized by adelaidestores.com ("Promotions")"). If Merchant wishes to opt out of participating in the Promotions, Merchant shall notify CMS's Customer Service of its intention and complete the Opt-out Form. adelaidestores.com shall process the withdrawal request within fourteen (14) days of receipt of the completed Opt-out Form. 5.12 Merchant shall be responsible for any and all identification, passwords, personal identification numbers (PINs) used to access the Merchant Wallet. or any other code confidential. Merchants are fully responsible for all activities that occur under their Merchant Wallet, even if such activities or use are not performed by the Merchant. adelaidestores.com is not responsible for any loss or damage caused by any unauthorized use of Merchant Credentials or Merchant’s failure to comply with these Terms.
6. adelaidestores.com Co-sponsored Event
If the Merchant participates in the Campaign, the Merchant’s contribution to the Campaign (“Contribution”) shall be based on each Net Sales recorded in the adelaidestores.com system. CMS shall notify the Merchant of its share of the Contribution in the relevant Campaign by email or any other means determined by CMS in its sole discretion.
7. Fees and Taxes
7.1 In consideration for the adelaidestores.com Services provided by adelaidestores.com, the Merchant shall pay to adelaidestores.com a service fee (the “Service Fee”) as set out in the adelaidestores.com Merchant Registration Form. The Service Fee shall be charged on each Net Sales Transaction based on a successful transaction recorded in the cms system. The Service Fee shall be exclusive of any service and sales tax (SST) and the Merchant shall be responsible for any taxes charged by adelaidestores.com on the Service Fee. 7.2 The terms for settlement of transaction funds after deduction of service fees, contributions (if any) and/or other fees (if any) will be further specified in the Merchant SOP and may be changed by CMS at its sole discretion. 7.3 Unless otherwise required by applicable law, Merchant hereby authorizes adelaidestores.com and/or its affiliates to initiate debit or credit entries to the Merchant Wallet at any time upon written notice to Merchant for certain reasons, including the following: (a) to correct any errors in the processing of any transaction and/or instruction provided by Merchant to CMS, including but not limited to double payments; (b) CMS determines that Merchant has engaged in any fraudulent or suspicious activities and/or transactions; (c) in connection with any rewards or rebates; (d) in connection with any uncollected fees or contributions (if any); (e) in connection with the resolution of any transaction dispute, including any compensation due to or from Merchant; (f) any other reasons determined by CMS in the future in connection with any transaction. 7.4 adelaidestores.com may, at its sole discretion, amend the Service Fees, Contributions or any other applicable charges or include any additional charges at any time by written notice to the Merchant ("7. Taxes") and undertakes to pay all such Taxes promptly. If the Merchant fails to pay the Taxes and CMS is required to pay such Taxes and (if applicable) any related penalties, CMS shall be entitled to recover such amounts paid by CMS.
8. Intellectual Property
8.1 adelaidestores.com and/or its licensors retain and shall retain all of their rights, title and interest in and to all copyrights, trademarks and other intellectual property rights therein and relating thereto, except as expressly granted to the Merchant in the Agreement. 8.2 The Merchant grants to adelaidestores.com a worldwide, non-exclusive, royalty-free, non-transferable license only during the term of this Agreement to reproduce, use and display the materials licensed to the Merchant by or for the purpose of performing this Agreement. The Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights of adelaidestores.com that it uses or licenses. 8.3 The Merchant represents and warrants that it owns or is the lawful licensee of all intellectual property rights used under this Agreement, that there is no infringement or violation of any third party proprietary or intellectual property rights, and that no other party claims the same ownership of such intellectual property rights. 8.4 All reports, specifications and other similar documents compiled or prepared in the course of this Agreement, including documents, materials relating to the adelaidestores.com Services and any derivative of any intellectual property rights granted by any party shall be the absolute property of such party throughout its preparation and at any time thereafter. For the avoidance of doubt, all intellectual property rights subsisting in the reports, specifications and other similar documents set out in these Terms shall at all times belong to the relevant party. 8.5 Each party warrants to the other party that it will not use any of the other party’s trademarks in connection with any marketing activities, including but not limited to promotional activities, without the other party’s prior written consent. Notwithstanding the foregoing, adelaidestores.com shall have the right to use the Merchant’s trademarks to promote adelaidestores.com services and related promotional activities on all platforms in all media worldwide.
9. No Warranty
9.1 The adelaidestores.com Service is provided on an "as is" basis without any representations or warranties of any kind, whether express, implied or statutory. adelaidestores.com 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. adelaidestores.com does not have any control over the products paid for through the adelaidestores.com Service. adelaidestores.com does not guarantee continuous, uninterrupted or secure access to any part of the food service, and the operation of the adelaidestores.com website may be temporarily suspended for maintenance or upgrades or be interfered with by numerous factors beyond the control of adelaidestores.com. adelaidestores.com will use reasonable efforts to ensure timely processing of adelaidestores.com Services, but adelaidestores.com makes no representations and warranties as to the amount of time required to complete processing. 9.2 adelaidestores.com is not responsible for any of the following: (a) any suspension or refusal to accept payments that adelaidestores.com reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices and/or Internet connections are not functioning properly due to (including but not limited to) viruses, outages or other forms of system disruption (such as unauthorized access by third parties); (d) any of the circumstances set out in clause 4.8. (a) any suspension or refusal to accept payments that adelaidestores.com reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices and/or Internet connections are not functioning properly due to (including but not limited to) viruses, outages or other forms of system disruption (such as unauthorized access by third parties); (d) any of the circumstances set out in clause 4.8. (a) any suspension or refusal to accept payments that CMS reasonably believes to be fraudulent or not properly authorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices and/or Internet connections are unable to function properly due to (including but not limited to) viruses, outages or other forms of system disruptions (such as unauthorized access by third parties); (d) any of the circumstances set out in Section 4.8. outages or other forms of system disruptions, such as unauthorized access by third parties; (d) any of the circumstances set out in Section 4.8.
10. Confidentiality and Personal Data
10.1 Each Party shall keep confidential and shall not disclose to any person or use for its own or any other person’s benefit, directly or indirectly (except for the proper performance of its obligations under this Agreement), any Confidential Information disclosed, provided or otherwise made available to the Receiving Party by or on behalf of the Disclosing Party. “Confidential Information” means 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 matter, rates and rate schedules, contracts, in whatever form, format or medium, whether machine readable or human readable, including in written, oral or tangible form and including information communicated or obtained by meeting, document, correspondence or inspection of tangible things. This clause shall not apply to any Confidential Information which, upon disclosure, provision or otherwise made available by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes 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 have access to such Confidential Information, provided that the Receiving Party instructs 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) its external auditors, lawyers and professional advisors, the Recipient shall ensure that the persons to whom such information is disclosed are contractually bound by the provisions of these Terms and incorporate appropriate confidentiality provisions into their employment and other applicable contracts. 10.3 The Parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data relating 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 the Privacy Policy available on the CMS Platform in relation to any Personal Data relating 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 required by all applicable laws and the Privacy Policy available on the CMS Platform in relation to any Personal Data in connection with this Agreement. For the purposes of this Agreement, "Personal Data" means Personal Data with the meaning ascribed thereto, which is under the control of the Data User and which the Data Processor needs or is required to provide services for the performance of this Agreement; "Data Processor" means, in relation to Personal Data, any person (other than an employee of the Data User) who processes Personal Data solely on behalf of the Data User and does not process Personal Data for any personal purpose; and "Data User" means a person who alone or jointly or in common with other persons processes any Personal Data or controls or authorizes the processing of any Personal Data but does not include the Data Processor. 10.4 The confidentiality obligations under this Clause 10 shall survive termination of the Agreement and/or until the Confidential Information enters the public domain.
11. Force Majeure
11.1 The Parties are relieved of all obligations and liability for delays in work caused by force majeure. "Force Majeure" means any unforeseeable, unavoidable event and/or extraordinary circumstances beyond the reasonable control of the Parties, including but not limited to epidemics or pandemics (except the epidemic/pandemic of the Coronavirus Disease 2019 (Covid-19)), natural disasters, war, rebellion, invasion, sabotage, mass commotion, and the existence of government regulations in monetary matters that directly affect the performance of the Agreement. 11.2 If either Party is delayed or unable to perform its obligations under this Agreement due to a force majeure event, 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 upon: (a) the filing of a petition in bankruptcy, insolvency or any arrangement or composition or assignment for the benefit of its creditors, or the appointment of a receiver or manager over that party or its business, or the voluntary (other than reorganization or amalgamation) or compulsory liquidation of that party; (b) in the event of a material breach of this Agreement by the other party, or if the non-breaching party considers that such breach is capable of being remedied and has been afforded an opportunity to remedy it, but such breach is not remedied within 30 (thirty) days from the date of notification of such breach by the non-breaching party; (c) adelaidestores.com suspects the existence of any illegal, unlawful and/or fraudulent conduct by the Merchant and/or the Merchant’s employees or agents; (d) the other party breaches or fails to comply with any applicable laws which may adversely affect the non-breaching party in any material respect, including any food safety or other regulations relating to restaurants and/or meals; (e) upon 30 (thirty) days prior written notice to the other party for any or no reason. 12.2 Termination of the adelaidestores.com service shall not relieve or limit the obligations, liabilities and responsibilities of the Merchant or adelaidestores.com accrued prior to termination. This includes any food safety or other regulations related to restaurants and/or meals; (e) 30 (thirty) days prior written notice to the other party for any reason or no reason. 12.2 Termination of the adelaidestores.com service shall not relieve or limit the obligations, liabilities and responsibilities of the Merchant or adelaidestores.com accrued prior to termination. This includes any food safety or other regulations related to restaurants and/or meals; (e) 30 (thirty) days prior written notice to the other party for any reason or no reason. 12.2 Termination of the adelaidestores.com service shall not relieve or limit the obligations, liabilities and responsibilities of the Merchant or adelaidestores.com accrued prior to termination. This includes any food safety or other regulations related to restaurants and/or meals; (e) 30 (thirty) days prior written notice to the other party for any reason or no reason.
13. Homework
13.1 The Merchant may not assign any of its rights under this Agreement to any person without the prior written consent of CMS. 13.2 The Merchant may not permit any other person (other than the Customer) to use CMS Food Services without the prior written consent of CMS. 13.3 The provisions of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. 14. Relationship of the Parties; Drivers as Independent Contractors 14.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Merchant and CMS. Neither party shall have the authority to enter into any agreement of any kind on behalf of the other. 14.2 Drivers agree that third-party agreements to provide food delivery services to Customers are independent agreements between Customers and Drivers, and Drivers are not employees or agents of CMS. adelaidestores.com is merely an intermediary between Customers and Drivers. 14.3 adelaidestores.com does not provide any transportation services and shall not be liable to any party for any act, omission, failure, tardiness or refusal of Drivers to provide transportation services. 14.4 adelaidestores.com does not and shall not guarantee the safety, reliability, compatibility or ability of the Drivers during the performance of their obligations to deliver the Products from the Merchant to the Customer. Accordingly, the Merchant hereby holds harmless and releases CMS from any and all liability, claims, causes of action.
15. Indemnification
Merchant shall indemnify and hold harmless CMS, its affiliates and their respective officers, directors, employees, agents and third party contractors (the “Indemnified Parties”) from and against any losses, liabilities, costs and expenses (including full reimbursement of any legal and professional fees) suffered or incurred by the Indemnified Parties in connection with any claim brought or threatened by a third party in connection with any product, Merchant’s use of the adelaidestores.com Services or the adelaidestores.com Platform and/or any breach of any provision of this Agreement, except as a result of adelaidestores.com’s negligence, bad faith 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 opportunity 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 Malaysia. In the event of any dispute, controversy, claim or disagreement of any kind arising hereunder (a “Notice of Dispute”) between the Parties, the Parties shall attempt within thirty (30) days of receipt by either Party of (1) notice of the existence of a Dispute to the other Party, to first resolve such Dispute through mutual discussions between the senior management of the Parties. If the Dispute cannot be resolved through mutual discussions within thirty (30) days, it shall be referred to and finally settled by arbitration at the Asian International Arbitration Centre (“AIAC”) in accordance with the AIAC Arbitration Rules then in force, which Rules are deemed to be incorporated herein by reference. There shall be one (1) arbitrator, who shall be appointed by both Parties. If the Parties are unable to agree on an arbitrator, the arbitration shall be appointed by the Director of the AIAC in accordance with the AIAC Rules. The language of the arbitration shall be English. The place and venue of the arbitration shall be Kuala Lumpur, Malaysia. The Parties agree that Part III of the Arbitration Act 2005 shall not apply to this Agreement or any arbitration proceedings arising hereunder. Pending the award of any arbitration proceedings under this Agreement, this Agreement and the rights and obligations of the Parties shall remain in full force and effect.
17. Notice
17.1 All notices under this Agreement shall be given by personal delivery, registered mail sent by overnight courier or email to the following addresses: (a) If sent to adelaidestores.com email address: support@adelaidestores.com
Attention: Group General Counsel (b) if sent to the Merchant, to the address set out in the Merchant Details or such other method or means as may be determined by adelaidestores.com. 17.2 All notices under this Agreement shall be deemed to have been duly given: (a) if delivered personally, when left at the address required by this clause 17; (b) if sent by overnight courier, on the second (2nd) Business Day after collection by the courier; (c) if sent by email, on the day of sending, provided such email is sent before 5:00 pm on a Malaysian Business Day; and if sent after 5:00 pm on a Business Day or on a non-Business Day, on the next following Business Day. In the event that the Merchant sends notice by email.
18. No Waiver
The failure of a party to enforce any provision of this Agreement will not be construed as a waiver of such provision or the right to enforce such 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, then that part shall be severed from the remainder 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 attachments and other documents referred to herein, including but not limited to the Merchant SOP and the standard operating procedures for adelaidestores.com to provide adelaidestores.com services) represents the entire agreement between the parties on its subject matter, and the parties shall be bound by it. All matters not provided for in this Agreement shall be provided for in the Merchant SOP or any other document published by 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 abide by the Merchant SOP. If there is any discrepancy between any terms of this Agreement and any terms of the Merchant SOP on the adelaidestores.com platform or the adelaidestores.com platform regarding the provision of adelaidestores.com services, the provisions of the Merchant SOP shall prevail.