Terms and Conditions for Food Suppliers and Merchants

Notes:

1. Without prejudice to the Merchants Supplies Agreement (“MSA”), Food Suppliers and Merchants (collectively, the “Merchants”) are required to comply with these standard operating procedures for food suppliers and merchants (the “T&C”) in addition to their obligations as set out in the MSA.
2. The Merchants have to ensure at all material times the provisions set out hereunder are complied with (including any amendments as may be introduced by AHaloz Sdn. Bhd. (Reg. No.: 1323265-H) (the “Company”) from time to time in its sole and absolute discretion). Such changes made by the Company shall be immediately effective upon its publication on the Company's website at https://www.halomac.com
3. The Merchants hereby confirm and agree that any failure, neglect or omission on their part to observe the provisions in the MSA and/or this T&C would entitle the Company to terminate the MSA and to exercise any right therein against the Merchants.

Section 1 Registration

1. In respect Merchants who are legal entities, they must have been duly incorporated and registered with the Companies Commission Malaysia (“CCM”) under the Companies Act 2016 (Act 777).
2. For Merchants who are individuals, they are required to ensure that they possess and/or been granted with the relevant business-related licences/permits from the local authority and/or the registration of business certificate issued by the CCM under Registration of Business Act 1956 (Act 197).
3. For the purposes of registration with the Company, Merchants are required to submit the following documents (including but not limited to):

In respect of Merchants referred to in paragraph (1)

1. A certified true copy of the Certificate of Incorporation (Form 9);
2. A certified true copy of the Certificate of Change of Name (Form 13);
3. A certified true copy of the Return of Allotment of Shares (Form 24);
4. A certified true copy of the Notification of Change in the Registered Address (Form 44);
5. A certified true copy of the Notification of the Change in the Register of Directors, Managers and Secretaries (Form 49);
6. A certified true copy of the “Halal” certificate issued by Malaysia Department of Islamic Affairs (JAKIM) (if applicable);
7. A certified true copy of the Merchant’s bank account set up and maintained by a licensed financial institution in Malaysia. For the avoidance of doubt, such bank account should be an account opened in the name of the Merchant;
8. A certified true copy of any other relevant permit/licence/certification; and
9. A certified true copy of certificate evidencing that the Merchant’s employees/personnel have undergone typhoid immunisation at local registered medical centres/clinics.



In respect of Merchants referred to in paragraph (2)

10. A certified true copy of the Merchant’s National Registration Identity Card;
11. A certified true copy of any other relevant permit/licence/certification; and
12. A certified true copy of certificate evidencing that the such individual and/or his employees/personnel have undergone typhoid immunisation at local registered medical centres/clinics.
4. Notwithstanding the foregoing, the Company shall have absolute right to accept/deny any application submitted by Merchant for registration as a Merchant with the Company. Any decision made by the Company is final and non-appealable.
5. Upon approval being granted by the Company, the successful applicant is required to make deposit within 14 days failing which the said approval granted shall be void.

Section 2 Deposit

1. Merchant is required to remit a sum of Ringgit Malaysia Three Hundred (RM300.00) as deposit to the Company by cash at selected location or by way of telegraphic transfer at the Company’s designated bank account.
2. Upon payment of the deposit referred to in Section 2(1), the Company shall issue the following to the Merchant:
1. A RFID Reader; and
2. A set of username and password to the Merchant’s registered email.
3. For the avoidance of doubt, the Merchants acknowledge that the RFID Reader is supplied by the Company on a rental basis and it shall be returned to the Company in good working condition upon the Merchants cease to be a party to the MSA.
4. The deposit paid to the Company by the Merchant shall be subject to Section 14 hereto.

Section 3 Registration Information

1. In addition to the requirements set out in Section 1 above, the Merchant is required to submit a copy of its company profile setting out basic information relating to the Merchant to the Company for registration purpose at the following registration link https://www.halomac.com/MerchantInfo.aspx.
2. The Merchant hereby agree and acknowledge that the information provided to the Company is true, accurate, not misleading and current.

Section 4 Supply of Food & Beverage

1. At all material time, Merchant is allowed to register up to eight (8) types of food and/or beverages on the menu in the Halomac system (“Item”) provided that the food and/or beverages should come in different variety.
2. Merchant shall provide a picture of each Item with a video link related to such Item for display in the Halomac system (“Information”). The requirements of the Information are as follows:
1. Picture: The size should be 200 x 200 pxl; and
2. Video: Video is required to be uploaded on Youtube (https://www.yotube.com) and provide the link to the Company for advertising purposes (if applicable).
3. The Merchant shall ensure that the Information shall not contain any prohibited contents and shall at all-time comply with the relevant requirements under the Communications and Multimedia Act 1998 (Act 588).

Section 5 RFID Food Tag

1. The Merchant shall purchase a minimum of fifty (50) pieces of RFID Food Tag from the Company.
2. Prior to affixing a RFID Food Tag on any Item to be placed in the Halomac machine, Merchant is required to ensure that such RFID Food Tag has been registered into the Halomac system. Merchant shall affix the RFID Food Tag on a proper spot of the Item and Merchant shall not, in any way whatsoever, affix the RFID Food Tag on any metallic surface of the Item as it may result in the failure in data record by the scanner.
3. The Merchant is required to ensure that only one RFID Food Tag is affixed to one Item.
4. Any modification of information on the RFID Food Tag should be made prior to the Item is placed in the Halomac machine. However, Merchant should note that the information on the RFID Food Tag is permanent if the RFID Food Tag has been registered in the System and placed into the Halomac Machine.
5. A used RFID Food Tag shall not be reused by the Merchant on other Item(s). For the avoidance of doubt, Merchant shall use a new RFID Food Tag on each new Item.
6. Merchant hereby agrees and acknowledges that the Company shall not be liable for any errors, damages or damages faced by the Merchant if the Merchant uses any RFID Food Tag otherwise sold and supplied by the Company. In the event the Merchant is discovered to have been using counterfeit RFID Food Tag and/or RFID Food Tag provided by other party, the Company has the absolute right to blacklist the Merchant.
7. The Company shall refund twenty-five (25%) per cent of the cost of the RFID Food Tag sold to the Merchant on the conditions that:
1. The Item placed by the Merchant in Halomac machine is not sold and has expired;
2. The Item shall have a legitimate RFID Food Tag affixed on the same;
3. The RFID Food Tag is legitimately used;
4. The RFID Food Tag is registered in the System and placed in the Halomac machine;
5. The Item is unsold due to expiry only; and
6. The Merchant shall have withdrawn expired Item from the Halomac.

Section 6 Item Information

1. Merchant shall affix the RFID Food Tag which has been duly registered into the Halomac system at the top surface of the Item as illustrated in Diagram A below.
2. Merchant shall further affix a general item information relating to the Item to be supplied by the Merchant at a convenient spot on the Item and it shall not be obstructed in anyway whatsoever. The item information should be reader friendly and shall include but not limited to the following:
1. Description of the Item;
2. General details company information (such as company name, registration number, registered address and contact number);
3. Expiration date; and
4. The selling price.

Section 7 Packaging

1. The Merchant shall ensure that the packaging for the Item is neat, clean and properly sealed. The packaging materials used shall not contain any metallic element. For clarity purpose, Merchant shall place one Item in one packaging container only.
2. The Merchant shall ensure that the size of the package for the Item is in accordance with the minimum specification determined by the Company (as illustrated in Diagram B below).
3. The Merchant shall provide cutlery (i.e. forks and spoons) to each Item that it is supplying to the Halomac machine by attaching the same on the Item.

Section 8 RFID Food Tag Reader

1. The Company shall provide and let to each Merchant a RFID Food Tag Reader (“Reader”) upon successful registration of the Merchant with the Company and the relevant deposit has been paid in full to the Company. It shall be the sole responsibility of the Merchant to employ due care and diligence when using the Reader. In the event of any manufacturing defects detected by the Merchant, the Merchant shall notify the Company in writing for a replacement of the said defective Reader. Where the Reader is damaged due to the negligence on the part of the Merchant, the Merchant shall bear all the relevant costs incurred by the Company for the replacement and/or repair of the damaged Reader.
2. Without prejudice to Section 8(1) above, Merchant may procure additional Reader by purchasing directly from the Company.
3. Merchant hereby agrees and acknowledges that the Company shall not be liable for any errors, damages or damages faced by the Merchant if the Merchant uses any Reader otherwise sold and supplied by the Company. In the event the Merchant is discovered to have been using Reader provided by other party, the Company has the absolute right to blacklist the Merchant.

Section 9 The Item

1. All Item prepared and/or manufactured by the Merchant shall be of good quality, fresh, hygienic, good for consumption and derived from halal source (ingredient, material, equipment).
2. In respect of cold Item, the Merchant shall ensure that the Item supplied and placed is suitable to be placed in a temperature ranged between zero (0) degree celcius to eighteen (18) degree celcius. In respect of hot Item, the Merchant shall ensure the Item supplied and placed is suitable to be placed in a temperature between twenty-six (26) degree celcius and forty five (45) degree celcius.
3. Merchant may place the Item in the Halomac machine until its expiry date. The Merchant understand and agree that it shall be the Merchant’s duty to replace and/or remove its expired Item from the Halomac machine from time to time failing which Section 10(3) herein shall apply.
4. Merchant shall also ensure that the Item is kept in a food container which is suitable to be kept under a pre-determined temperature in the Halomac machine.
5. The Merchant shall ensure the expiration of the Item accurately corresponds with the actual expiry date defined by the Merchant. The Merchant shall take full responsibility and shall be liable for the Item which has expired prior to the date of expiry stipulated on the Item.

Section 10 Processing of Placement and Losses of Item

1. The Merchant hereby understood and agree that it is the Merchant sole and full responsibility in respect of the placement process of the Item (including by not limited to the entry, production and Item’s layout in the Halomac machine).
2. The Merchant is required to place the Item in accordance with the Company’s requirements as follows:
1. In respect of Item under the same menus: inline into; and
2. In respect of Item of different menus: side margin.
3. Without prejudice to the Merchant’s obligation under Section 9(2) above, the Merchant shall ensure the placement of the Item is conducted on a reasonable manner and the priority of Item placement is conducted on a “first come first serve” basis. The Merchant further agree that it shall not at all time cause damage, sabotage and/or conduct any unreasonable act on other Item placed by other Merchants in the Halomac. The Company reserves the right and discretion to blacklist or terminate the Merchant and the Merchant shall be liable to compensate the damage caused to the other Merchants.
4. The Merchant (and its employees, agent, servant and/or any representative) shall at all material times comply with the relevant procedure/requirements of any building/premises in which the Halomac machine is situated for purposes of placement of Item.
5. In the event that the Merchant withdraw/taken any other Item from the Halomac machine, the Merchant is deemed to have purchased such Item and the cost shall be deducted from the Merchant’s account.
6. Without prejudice to subsection (3) above, the Merchant shall be allowed to relocate unexpired Item from an existing Halomac machine to another Halomac machine located at another location.

Section 11 Prohibition and Default Charges

1. The Merchant shall not:
1. place any other objects other than the Item (which shall have been registered to the Halomac system);
2. place any expired Item;
3. package the Item in any manner which is not in accordance with the Company’s requirements as set out under this T&C;
4. make any alteration to the interior or exterior of the Halomac machine;
5. cause any damage to other Item placed by other Merchant(s); or
6. any other prohibition as may be imposed by the Company from time to time.
2. In the event of a breach on the part of the Merchant in respect of any provision under Section 10(1) herein, the Company shall have the right to take any action against the Merchant that it deems fit (including but not limited to issuing a warning letter, suspending the Merchant from using the Halomac machine or terminating the Merchant’s participation to the use of Halomac machine).
3. In the event where the Merchant who shall fail to replace and/or remove its expired Item from the relevant Halomac machine, the Merchant agrees that the Company has the right to remove the said expired Item and the costs of such removal for an amount of Ringgit Malaysia Fifty (RM50.00) shall be borne by the Merchant. The removal charge shall be automatically charged to the account of the Merchant.
4. The Merchant is not entitled to claim on the item and/or refund of RFID Food Tag as stipulated at Section 5(6) above if the unsold expired Item is removed by the Company.
5. In the event where the Merchant who shall fail to replace and/or remove its expired Item for two (2) consecutive event, the Company shall issue a written warning to the Merchant via the Halomac application and the Company has the sole and absolute discretion to suspend the Merchant’s account for three (3) days. The Merchant hereby understood and agrees that the Company has the sole and absolute power to blacklist the Merchant should the Merchant continue to fail to perform its obligation to replace and/or remove its expired Item after the written warning being issued.
6. Without prejudice to the Company’s power to blacklist the Merchant under subsection (4) above, the Company may exercise its power to blacklist the Merchant and/or removing the Merchant from its status as a legal Merchant if:
1. the Merchant fails to replace and/or remove expired Item from the Halomac machine;
2. the Merchant fails to comply and observe the terms and conditions set out in the MSA and this T&C;
3. the Company is in this reasonable opinion that the Merchant is no longer suitable and fit to become a Merchant to supply the Item for the consumers;
4. the Merchant is using Reader and/or RFID Food Tag which is not supplied by the Company; and
5. any other instances which the Company may notify the Merchant in writing.

Section 12 Payment

1. The Company shall remit payment to the Merchant for the Item placed by the Merchant in the Halomac machine sold for the preceding week, on every Wednesday of the following week. For the avoidance of doubt, in the event that the said Wednesday is a public holiday, the payment shall be made on the following working day.
2. For the avoidance of doubt, the payment referred to in Section 11(1) above is the Net Revenue to be remitted by the Company based on the sales made throughout the week from Monday to Sunday less;
1. the commission of ten (10%) per centum on each Item sold payable to the Company for the use of Halomac machine;
2. the relevant costs of removal of expired Item under section 10(3), if any; and
3. the costs to be deducted pursuant to Section 9(5), if any.

Section 13 Termination and Refund of Deposits

1. Where the Merchant wishes to terminate the MSA, the Merchant shall:
1. Forthwith return the Reader to the Company in a good functioning condition (save for fair wear and tear); and
2. There is no outstanding amount standing in the Merchant’s account. Merchant shall make payment to satisfy such outstanding amount.
2. Where the Merchant has been blacklisted by the Company and it wishes to terminate the MSA, the Merchant shall:
1. forthwith remove all of its Item from all Halomac machines;
2. settle all outstanding amount standing in the account of the Merchant (if any); and
3. any other obligations required by the Company to be done by the Merchant.
3. Upon satisfaction of the events set out in Section 12(1) or Section 12(2), as the case may be, the Company shall refund the deposit to the Merchant less any applicable charges within fourteen (14) working days from the date of termination of the MSA.

Section 14 Maintenance/Damage to Halomac Machine

1. In the event any Halomac machine is damaged or broken down, the Halomac system administrator shall forthwith notify the Company’s technician for remedial action. Such remedial action varies based on the diagnosis of the problem/damage to the Halomac machine.
2. In the event that:
1. any maintenance and/or repair work to the Halomac machine lasts more than an hour; or
2. the Halomac machince does not operate/function over a pre-determined period of time,

then, the Company shall forhwith notify the Merchant and the Merchant shall take its best endeavours to withdraw its Item placed in the Halomac machine in question. The Merchant shall place the Item so withdrawn back to the said Halomac machine as soon as the maintenance and/or repair works are completed.

Section 15 General Terms

1. Merchant undertake not to authorize any other person to use Merchant’s identity or register status, and Merchant shall not assign or otherwise transfer registered account to any other person or entity.
2. When using the Service, Merchant agree to comply with all applicable laws whether in Merchant’s home jurisdiction or otherwise in the country, state and city in which Merchant is present while using the Service.
3. Merchant may only access the Service using authorized means. It is merchant’s sole responsibility to check and ensure that Merchant have downloaded the correct Software for device and the compatibility of device with the Software. The Company shall not be liable in the event Merchant do not have a compatible device or if Merchant have downloaded the wrong version of the Software to device. The Company reserves the right not to permit Merchant to use the Service should Merchant use the Application and/or the Software with an incompatible or unauthorized device or for purposes other than which the Software and/or the Application is intended to be used.
4. Merchant shall only use the Service for lawful purposes.
5. Merchant shall only use the Service for the purpose for which it is intended to be used.
6. Merchant shall not use the Service for sending or storing any unlawful material or for fraudulent purposes.
7. Merchant shall not use the Service to cause nuisance, annoyance, inconvenience or vandalising with intention.
8. Merchant shall not intentionally or unintentionally cause or attempt to cause damage to the other Merchant.
9. Merchant shall not intentionally or unintentionally cause or attempt to cause damage to the Halomac Machine.
10. Merchant shall not try or to do any act that is capable, potentially capable or harmful to the Service, Halomac machine in any way whatsoever.
11. Merchant shall only use the Service for own use and shall not resell or transfer or dispose either the Service or registered account to a third party. For the avoidance of doubt, Merchant further understand and hereby declare that Merchant do not own any right (in law or personal) in the Service.
12. Merchant shall keep secure and confidential Merchant’s account password or any identification provided by the Company to the Merchant which grants the access to the Service.
13. Merchant shall not employ any means to defraud the Company or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by the Company to encourage new subscription or usage of the Service by new or existing customers.
14. Merchant is aware that when Merchant is using the Service, standard telecommunication charges will apply.
15. Merchant shall not cause nuisance or behave in an inappropriate, malicious, harmful or disrespectful manner towards the Company or the other Merchant regardless of any misgivings that Merchant may have against the Company or the other Merchant.
16. Merchant agrees that the Service is provided by the Company to the best of its ability and on a reasonable effort basis.