NMooMoo

Terms and Conditions

Section A: Terms and Conditions

These Terms and Conditions govern your appointment as a Merchant of NMooMoo and, unless otherwise stated, to your use of any services, including website, mobile application and our application programming interfaces (APIs) owned or operated by N Moo Moo Senders Sdn Bhd (Company No.: 202101005028 (1405327-V)) or operated on behalf of NMooMoo (collectively the “Platform”). The Platform is owned and operated by Rocketsview Management Sdn Bhd (Company No.: 1296289-M) (“NMooMoo”, “Company”, “us”, “we”, or “our”). Please read these Terms and Conditions carefully. These Terms and Conditions shall be read together with the Merchant Agreement, NMooMoo’s Privacy Policy and Terms of Use. NMooMoo shall have the right to amend these Terms and Conditions without notice at any time. It is your responsibility to regularly check the Platform to be aware of any changes to these Terms and Conditions.

Definitions
1. The following terms shall have the following respective meanings:
  1. “Customer” means the end user who purchases the Goods via the Services on the Platform.
  2. “Force Majeure” means an act, omission or circumstances relied on by one of the parties to the agreement as a force majeure event and over which that party could not reasonably have exercised control including but not limited to acts of God, acts or omissions of Government, general strikes and/or lockouts, riots, acts of war, epidemics, governmental regulations imposed after the date of execution of the agreement, earthquakes or other natural disasters. An event or act shall not be excused or delayed by Force Majeure if it could not reasonably be circumvented through use of alternative sources, work around plans or other means as may be agreed between the parties.
  3. “Goods” means the goods which include but not be limited to food and/or beverages as provided by the Merchant through the Platform.
  4. “Merchant” means the third party who shall supply or provide the Goods and/or services in the Platform.
  5. “Purchase” means the purchase of goods and/or services for which provided by merchant(s) through the Platform.
  6. “Register” means creating an account on the Platform.
  7. “Service” or “Services” means all and any of the services provided by NMooMoo via the Platform, including but not limited to the information services, content and transaction capabilities on the Platform and the availability to make a Purchase.
  8. “You” or “Your” means yourself as a Merchant accessing and using the Services on the Platform.
Appointment as Merchant
1. Your appointment as our Merchant (“Appointment”) shall be effective from the effective date as agreed in the Merchant Agreement between you and NMooMoo. Your Appointment shall be automatically renewed on a yearly basis upon the expiry date unless terminated in accordance with these Terms and Conditions herein.
Delivery and Self Pick-Up Services
1. You will be notified when Customers choose the Goods from your restaurant to be delivered to them. All the orders placed by Customers shall be automatically accepted in your account. Upon confirmation of order, you shall prepare the Goods according to the Customer’s order and where applicable, to follow the special instructions as requested by the Customer. In the event that the special instructions are unavailable or could not be performed, you shall follow the standard operating procedure in preparing the Goods and update the unavailability of the special requests to Customer by using the Services in the Platform.
2. You shall adhere to the estimated time for the preparation of Goods as agreed in the Merchant Agreement. We will monitor your performance to ensure compliance with the agreed preparation time. In the event that you have continuously failed to adhere to this provision on several occasions without valid proof and received complaints from the Customer and/or the delivery partner, we may ask you to update and amend your preparation time. If we found that your performance of the services has not improved upon the updated preparation time, NMooMoo has the absolute right to terminate your Appointment and your Merchant account in the Platform. You hereby undertake and agree to use all the reasonable means and efforts to deliver the best performance as our Merchant.
3. Cancellation by Merchant
4. Incomplete Orders, Wrong Orders and/or Defective Goods
5. Unreasonable Delays or No-Show for Self-Pick-Up Services
Reservations Services
1. Through the use of the Services, Customer may conduct a restaurant reservation by choosing the time, venue and where applicable, any promotion offered in the Platform. It is your sole responsibility to note on the reservations made and where applicable, to prepare the Goods and services as per the special instructions requested by the Customer. In the event that you offer different prices for the Goods on public holidays and special occasions, you shall update the prices and menu offered in the Platform accordingly.
2. Cancellations by Merchant
3. Cancellations by Customers
4. Failure to Prepare Reservation Table
Dine-In Services
1. We will provide you with a QR code that gives access to a full list of menu offered in your restaurant. The QR code shall be displayed in your restaurant at various accessible locations to be scanned by the Customers. When Customers scan the QR code using the Services in the Platform, they will be able to view the menu offered in your restaurant and proceed with their order in the Platform. It is your sole responsibility to regularly update your menu and prices in the Platform. In the event that the QR code is defective or unable to automatically view the menu and/or ordering services upon scanning, you shall proceed to manually assist Customers with their order and subsequently report the issue to our customer service at cs@nmoomoos.com.
Promotions by NMooMoo
1. NMooMoo may from time to time conduct marketing activities which includes but not be limited to promotions, campaigns, discounts offerings and voucher codes (“Marketing Programs”). The details and requirements of the Marketing Programs shall be governed by the terms and conditions of such program. You shall regularly check our Platform for any Marketing Programs offered by us.
Promotions by Merchant
1. You may create, offer and advertise your own promotions and/or campaigns related to your restaurant in the Platform.
2. You may provide and/or offer credits to Customers when Customers join your promotions and/or campaigns. All your promotions and/or campaigns shall be governed by the terms and conditions of the specific promotions and/or campaigns as provided by you accordingly, including but not limited to the credits offered to Customers in relation to the promotions and/or campaigns.
3. NMooMoo shall have no obligation to prepare and/or assist you with your promotions and campaigns, and NMooMoo shall not be held liable for any claims and/or disputes from Customer and/or any related parties that arise due to your promotions and/or campaigns. However, NMooMoo, at its own discretion, may request you to discontinue your promotion and/or campaign if we find that the promotion and/or campaign breaches any terms and conditions herein, is against any guidelines, law or public interest, and/or may prejudice or damage NMooMoo’s reputation.
The Merchant’s Undertakings, Representations and Obligations
1. Throughout the term of your agreement with NMooMoo, including any extensions thereof (if applicable), you hereby undertake, represent and agree:
  1. to fully comply with and perform diligently and willingly these Terms and Conditions and any other terms and conditions related to your status as our Merchant;
  2. that you have the requisite business licenses, permits and approvals from the appropriate authorities to carry out the business, enter into and carry out your obligations under these Terms and Conditions;
  3. to adhere to all the laws, guidelines, rules, directive, orders and/or requirements as set out by government in relation to your services;
  4. to act in the best interest of NMooMoo and not to commit any act which might prejudice or damage the reputation of NMooMoo whether directly or indirectly;
  5. to abide by NMooMoo’s reasonable orders and instructions in relation to the conduct of your services;
  6. to comply with such other written instructions or notifications as may be provided by NMooMoo to you from time to time;
  7. to always keep and maintain your services in the Platform to ensure that the Customer’s needs are catered at all times;
  8. to take immediate remedial action on any complaints or request made by NMooMoo, the Customer and/or our delivery partner in relation to the performance of your services;
  9. to obtain prior written approval from NMooMoo for all matters in relation to the marketing and promotions of the Platform in your premise or social media sites;
  10. to promote and notify Customers about the Platform and to include “NMooMoo” in all your marketing efforts regarding your business;
  11. to display pamphlets, flyers, stickers or any other signage for the Services offered by NMooMoo in your premise and to give full cooperation in any campaigns or promotions in relation to NMooMoo;
  12. to bear all the risks in relation to the preparation of the Goods and services by you. In the event that the Goods prepared by you are defective (expired or unhygienic) due to your own negligence, NMooMoo shall not be liable to compensate the Customer due to your negligence;
  13. to provide the information on your business activities relation to your agreement with NMooMoo, including but not limited to any conversations with the Customers with regards to your services or the Platform; and
  14. to use and access the Platform solely for the purposes of your agreement with NMooMoo.
NMooMoo’s Undertakings, Representations and Obligations
1. Throughout the term of your agreement with NMooMoo, including any extensions thereof (if applicable), NMooMoo hereby undertake, represent and agree:
  1. to provide to you and/or your employee training or workshop in the areas of product knowledge and marketing from time to time. The cost of conducting the training will be borne by NMooMoo. Any other costs and expenses, direct or indirect, incurred by the said employee in relation to the training including but not limited to travel costs, accommodation costs and other incidental costs shall be borne by you;
  2. to provide advertising and marketing materials from time to time to be utilized by you as part of your promotion and marketing efforts of the Platform;
  3. to provide you with the access to the Platform to enable you to conduct the services for the Customers; and
  4. to recall any Services in the Platform if NMooMoo is in the opinion that a recall of the Service is required. In the event that a recall of the Service is required, NMooMoo shall notify you of its decision on this matter.
Payment
1. All payments under these Terms and Conditions shall be made payable in Ringgit Malaysia (RM) only. You shall pay NMooMoo all fees, charges and/or any other sum due or payable under and at the times (if any) to NMooMoo with respect to the Services. NMooMoo shall transfer the payment payable to you using instant bank transfer to your registered settlement bank account on a weekly basis every Friday.
2. You agree that you have an active and valid bank account with a local bank and to update accurate banking information for purposes of the payment made by NMooMoo to you. You further agree to grant absolute permission to NMooMoo to conduct bank information verification on the bank account information provided. NMooMoo reserves the final right to reject a transfer of payment to your account without notice should the bank account identity verification is failed. You agree that the banking information provided for the payment purposes belongs to you. In the event that the bank account information provided is inaccurate, is not a valid or active account, belongs to an entity or belongs to a third-party, verification will be conducted within thirty (30) days and you agree to fully indemnify NMooMoo from any losses that may occur to you as a result. NMooMoo reserves the right to request verification documents from you to proceed with a transfer of payment request and you agree to provide the information requested within five (5) working days, failing which will affect your request to be cancelled.
3. Despite our best efforts, occasionally the Platform may experience system errors (“Errors”) which include but are not limited to:
  1. incorrectly priced Goods;
  2. miscalculation of any payment, charges, fees, interest, taxes, refunds or prices; and
  3. miscalculation or errors in any rewards and amount of rewards or credits credited in your account.
4. In the event that any of these Errors occur, NMooMoo has the sole discretion to determine, amend, vary, revoke and/or revise the Errors. NMooMoo reserves the right to request from you, within a reasonable time, to reimburse to NMooMoo any amount of money which was incorrectly paid by NMooMoo to you due to the Error. If the transaction was conducted in the form of credit in your account, NMooMoo has the right to deduct your credit balance to remedy the Error upon a written notice on such deduction. In the event that the credit balance in your account is insufficient for the deduction, NMooMoo shall deduct the credit from your account in the corresponding month’s credit balance, or reject any use or withdrawal of your credit in the corresponding month until the total amount of credit due has been reimbursed.
Confidential Information and Personal Data Protection
1. You shall not or allow your employees, servants, agents and permitted assignees at any time reproduce, copy or use NMooMoo’s confidential information or disclose to, place at the disposal of, use on behalf of or enable perusal by any third party who does not have a direct and legitimate interest in the fulfilment of these Terms and Conditions. Upon termination of your Appointment as our Merchant, you shall cease to use the confidential information received from us and shall destroy all such confidential information, including copies thereof (whether in physical, data software listing, digital or other form) and shall furnish us with a written certificate of such destruction or upon our request, shall return all such confidential information to us.
2. In the event that you receive any personal data (as defined by the Personal Data Protection Act 2010 (“PDPA”)) from NMooMoo, its related companies or the Customers pursuant to any contract or arrangement, including but not limited to these Terms and Conditions, you shall ensure that you fully comply with the provisions of the PDPA and only deal with the personal data to fulfil your duties and obligations under such contract, agreement or arrangement. You shall indemnify NMooMoo for any breach of the PDPA which renders the latter liable for any costs, claims or expenses.
Intellectual Property Rights
1. All trademarks, tradenames, logos, and service marks displayed on the Platform are registered and unregistered Trademarks of NMooMoo and/or third parties who have authorized their use (collectively the “Trademarks”). The Trademarks are owned by or licensed to us and may not be used for any purpose in any manner without our prior written consent. Your access to or use of the Platform should not be construed as granting by implication, estoppel or otherwise, any license or right to use the trademarks, tradenames, logos or service marks appearing on the Platform without our prior written consent.
2. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Trademarks in any way. The use of NMooMoo's trademarks on any other platform is strictly prohibited. All of the materials contained on the Platform are copyrighted except where explicitly noted otherwise. NMooMoo will aggressively enforce its intellectual property rights to the fullest extent of the law. NMooMoo neither warrants nor represents that your use of materials displayed on the Platform will not infringe the rights of third parties not owned by or affiliated with NMooMoo. Use of any materials on the Platform is at your own risk.
Termination
1. Each Party may terminate your Appointment immediately:
  1. if the other party violates any terms outlined in these terms and conditions, the Merchant Agreement, the Terms of Use, or any other related terms, the breach must be corrected within two (2) days of receiving notification from the non-defaulting party, with written notice including email, must be given at least thirty (30) days before the specified termination date.
  2. the Parties acknowledge the significance of the various cases outlined in this Clause for their business cooperation. Therefore, you agree and accept that NMooMoo may promptly terminate your Appointment or temporarily suspend the Service by providing written notice (including email) to you in the following instances;
  3. NMooMoo suspects that there is any unlawful, illegal and/or fraudulent act committed by you and/or your employees or agents.
  4. if you consistently receive poor reviews from Customer, or if NMooMoo receives complaints about you, and/or if you fail to consistently fulfil Goods orders.
  5. if you violate or fail to comply with any Applicable Law, including any food safety or other regulations related to Goods, in a manner that may result in adverse effects on the non-defaulting party in any material respect.
  6. If you perform illegal or inappropriate actions that may tarnish NMooMoo's reputation, including the sale of illegal goods, overpriced goods, and goods with prices not in line with those displayed in the Application.
  7. If you conduct yourself in a manner or are guilty of a conduct which in the opinion of NMooMoo is prejudicial to NMooMoo’s interest, your appointment shall be suspended or terminated. and/or
  8. If you are in the opinion of NMooMoo, involved in any fraudulent act, transactions and/or non-ethical activities, your appointment shall be suspended or terminated.
  9. at any time, if any party ceases or suspends its business, enters into bankruptcy or insolvency proceedings, or is in the dissolution or merger process, or becomes subject to any law, regulation or restriction that prevents such party from performing its obligation under merchant contract, the parties agree that merchant agreement, and/or these General Terms and Conditions of the merchant shall be terminated automatically.
  10. the termination of the Appointment shall not relieve or limit either NMooMoo or you from its obligations, responsibilities and liabilities accruing prior to such termination.
2. Account deletion is a permanent and irreversible action. Upon deletion, access to your account, including account history, will be permanently revoked. We reserve the right to deny any future account creation requests from you following the deletion of your account.
3. NMooMoo reserves the right, in its sole discretion, to terminate any licenses granted herein, the use and ability to use the Service and to delete or remove your content, or assert legal action concerning your content and/or your use of the Application, the Software, and the Service if the Company believes there is or might be a violation of this Agreement. The Company’s failure or delay in taking such actions does not constitute a waiver of its rights to enforce this Agreement.
4. Notwithstanding the above clause, NMooMoo reserves the right to terminate your Appointment at any time by serving a thirty (30) day written notice of its intention to do so without having to assign any reason whatsoever. As a result, your appointment as our Merchant shall terminate upon the expiry of the said notice, with the termination not affecting your liabilities to NMooMoo incurred prior thereto.
Force Majeure
1. In the event of a Force Majeure event, the party affected by the Force Majeure shall promptly notify the other party in writing of the nature and extent of the Force Majeure. Neither the Merchant nor NMooMoo shall be deemed to be in breach of these Terms and Conditions and/or the Merchant Agreement or otherwise be liable to the other for any delay in the performance or non-performance of any of its obligations herein under to the extent that the delay or non-performance is due to a Force Majeure of which it has notified the other party. In such circumstances, the time for the performance of the respective obligation shall be extended accordingly as appropriate. In the event that the Force Majeure event prevents you from performing your obligations under these Terms and Conditions for an aggregate period of thirty (30) days during the term of this agreement, we shall be entitled to terminate your Appointment by giving a written notice to you.
Liability and Indemnity
1. You shall be continuously liable and shall indemnify and keep indemnified NMooMoo, their employees and representatives from and against any and all losses, damages or liabilities, penalties, fines suffered (whether criminal or civil) inclusive of legal fees and other costs incurred or may be incurred by NMooMoo resulting whether directly or indirectly from any of your unauthorized acts or breach of these Terms and Conditions including but not limited to any of your act, omission, neglect or default, your employees or permitted sub-agents (which shall be deemed to be your act, omission, neglect or default), breaches resulting in any claims by any third party alleging libel or slander in respect of any matter arising from your appointment under these Terms and Conditions; and any liabilities resulting from any personal injury, death, loss and/or damage direct or incidental of any third party.
Severability
1. If any provision of these Terms and Conditions is found to be invalid under present or future laws or regulations effective and applicable during the term of this Platform or by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any provision in these Terms and Conditions shall be deemed a further or continuing waiver of such provision or any other provision.
Miscellaneous
1. Governing Law
2. Right to Audit
3. Income Taxes

Section B: Merchant Refund Policy

This Policy shall be read together with the general terms and conditions applicable to the Merchant. In event of inconsistencies between the terms and conditions herein and any other NMooMoo’s terms and conditions, policies or guidelines, these terms and conditions herein shall prevail. NMooMoo reserves the right to amend, edit, vary, delete or add any parts of these terms and conditions herein, whether partially or wholly, at any time without prior notice.

Customers may apply for a refund if they experience any of the issues mentioned in Table 1 below. Upon successful refund application, Customers will be entitled to the refund amount according to their issues as specified below:

Table 1

Issue	Chargeback Amount	Explanation/Examples
Incorrect item	Incorrect item value	Customer received a completely different item from the original order. Only the incorrect item will be entitled for a refund.
Missing item	Missing item value	Customer received an incomplete order. Only the missing item will be entitled for a refund.
Damaged item	Damaged item value	Customer received item(s) with visibly damaged external packaging. Only the damaged item will be entitled for a refund. Example: (a) Unacceptable physical damage of food item; and/or (b) Severely spilled beverages.
Expired item	Expired item value/Exceptions	Customer received an expired item. Only the expired item will be entitled for a refund. Example: (a) Item received has exceeded the expiry date or expiry indication shown or labelled on the item, and/or (b) Item received has an unusual texture, smell and/or colour from its original condition.
Foreign object in food item	Disputed item value/Exceptions	Isolated incidents involving hazardous items in food which may cause life-threatening injuries or severe health issues, if consumed, before and/or after consumption. Only the disputed item will be entitled for a refund. Examples include but not be limited to: (a) Hazardous items such as nails, razors, staples, metal bits and pins; and/or (b) Pest presence such as cockroaches, lizards, insects, and/or droppings.
Undercooked or spoiled item	Undercooked or spoiled item value/Exceptions	Isolated incidents involving spoiled and/or undercooked food, before and/or after consumption that if consumed, may cause life-threatening injuries or severe health issues. Only the undercooked or spoiled item will be entitled for a refund. Examples include but not be limited to: (a) Rotten food or rotten smell, (b) Decomposing meat, raw meat or poultry, and/or (c) Presence of maggots.
Burnt food item	Burnt food item value/Exceptions	Customer received an overcooked, burnt or charred item which cannot be consumed or if consumed, may cause health issues. Only the burnt food item will be entitled for a refund.

Customer must submit their refund application within one (1) hour from the time of successful delivery to Customer Service, failing which the application will not be entertained by NMooMoo.
For a valid refund application, Customer may be asked to submit image proof of the disputed item.
NMooMoo will process the Customer’s application on the same day the application was submitted. Once the refund application is approved, NMooMoo will credit the refund accordingly in Customer’s NMooMoo account on the next working day in NMooMoo Balance.
In the event that Customer experiences issues with multiple items, Customer may raise all the issues in the same refund application. However, each item will only be entitled to one (1) refund only.
The refund amount entitlement mentioned in Table 1 above shall be inclusive of tax, excludes commission and where applicable, excludes any NMooMoo or Merchant’s funded campaigns. In the event that NMooMoo or Merchant’s campaigns and/or offers are applied to the order, the promotion value of the disputed item will be deemed as the item value for refund purposes.
NMooMoo reserves the right to reject any refund applications at any time at its own sole discretion, or if the application made by Customer is fraudulent in any way.

Section C: Additional Terms

As a NMooMoo merchant, in addition to provisions applicable to Partners in general and other terms or contracts which you have entered into with NMooMoo, you are subject to the additional terms below. In the event of any discrepancies, conflict or inconsistencies between the terms of this Agreement and the contracts which you may have entered into with NMooMoo, the contracts shall prevail in interpretation and precedence.

General Terms and Representation:
1. Where you are a Partner that sells alcohol beverages via the Application, you warrant that you are licensed to do so and undertake that the sale, delivery and fulfilment of a Food/Goods Order which includes alcohol beverages shall be conducted in accordance with the applicable laws and regulations as well as your licence condition(s), if any. For the avoidance of doubt, you shall be solely responsible for, and controls, the sale and fulfilment of such Food/Goods Orders. You agree that NMooMoo does not have any responsibility with respect to the legality of the transaction between Merchant and the Consumers.
2. You agree to package all Food/Goods Order(s) appropriately for delivery by Partner, including any protection necessary to prevent tampering or damage due to any cause, including inclement weather or the nature of the alcohol items themselves; to ensure labelling as required by law, including but not limited to a statement that the package contains alcohol (if required by law) and may only be delivered to a person 21 years or older with valid proof of age and identity.
3. You agree that NMooMoo may, but is not obliged to, modify the hours during which alcohol items are available for purchase and delivery from Partner on the NMooMoo App, in accordance with applicable law and regulation as well as operational considerations of the NMooMoo App. NMooMoo will use reasonable efforts to notify Partner of any such modifications.
You hereby warrant that:
1. You are not prohibited from selling alcohol under any law, regulation or religion;
2. You hold all necessary licences and/or permits to sell alcohol through the Service, and shall provide a copy of such licences and/or permits and supporting documents to NMooMoo, as and when requested;
3. You shall ensure that the following restricted items shall not be offered for sale, sold for consumption or sent for delivery: people or animals of any size, illegal items, fragile items, sexually explicit item (e.g. objects that can be used to give sexual pleasure etc), dangerous items (e.g. weapons, explosives, flammables, etc), stolen goods, including any substance which consist of any amounts of nicotine or tobacco or any items that Merchant-Partner does not have permission or licence to sell; and
4. All information and documents provided to NMooMoo are true and accurate.
For Creation and Monitoring of Self-funded Campaign or Promotion
1. This section applies to you (if applicable), and the terms in this Agreement are in addition to any other written agreement(s) entered into between you and NMooMoo..
2. You may be able to create a campaign or participate in promotion(s) suggested by us via our tool(s) which is made available on the Application PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the campaign or promotion. In the course of such creation, you may be required to indicate information such as the type of promotion/campaign and the proposed duration for the promotion/campaign. The type of promotion/campaign which you may choose from in the Form may be varied from time to time at NMooMoo’s sole discretion.
3. Creation and monitoring of self-funded marketing activities is a self-serve service available in the Marketing Service platform. In the event you choose to utilise such self-serve services, you shall comply and be subject to the terms stipulated under the Marketing Service Terms.

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