Reseller Terms and Conditions
1.1 Please read these terms and conditions carefully before agreeing to become a DelyvaHub Reseller. DelyvaHub is a trading name and registered trademark of Delyva Sdn Bhd (Delyva). In these terms and conditions Delyva is referred to as ‘we’ or ‘us’ and you (Reseller) are referred to as ‘you’.
1.2 By signing-up for a reseller account and/or logging into the reseller system you agree to be legally bound by the Conditions.
1.3 If you do not wish to be bound by the Conditions then you may not resell Products purchased from the Website.
- Definitions and interpretation
2.1 In these terms and conditions the following words and phrases shall have the following meanings:
Appointment: the agreement of the parties set out in clause 3.1.
Conditions: DelyvaHub’s terms and conditions for resellers as they may be modified and posted on the Website from time to time.
End User: a person or entity that places an order for the Products with Reseller.
Intellectual Property Rights: means all intellectual property rights anywhere in the world (including present and future intellectual property rights).
Credits: a package of credits available for purchase by the Reseller set out in the DelyvaHub portal as modified and posted by Delyva from time to time.
Products: the delivery service set out in the DelyvaHub portal as being available from time to time for resale by the Reseller.
DelyvaHub portal: the log in area of the Website made available to the Reseller by Delyva following the Appointment.
Standard Terms and Conditions: the standard terms and conditions for purchases from the Website as modified and posted by Delyva from time to time https://delyva.com/my/terms/.
Supplier: means the service provider company that owns a Product and which agrees to offer delivery service product to End Users.
Term: the term of the Appointment as set out in clause 11.
Website: the Delyva website on the domain delyva.com.
3.1 In consideration of the purchase of DelyvaHub Package Delyva appoints Reseller as a non-exclusive reseller of the Products to the End Users for the Term and Reseller agrees to act in that capacity subject to the Conditions.
3.2 It is agreed that both parties shall be entitled to promote, market or sell the Products to their own customers during the Term.
3.3 Delyva, in consideration of Reseller’s performance of its obligations under these Conditions, grants to Reseller a non-transferable, non-exclusive right to use, market and support the Products to the extent necessary for Reseller to perform its obligations under the Conditions.
- Intellectual property rights
4.1 The Supplier is the owner of all Intellectual Property Rights forming part of the Products and Reseller has the right to sale the delivery service products set out in the Conditions.
4.2 The Conditions shall not be construed to convey or transfer any ownership or proprietary interest in any Intellectual Property Rights in the Products to Reseller or any other party.
4.3 Reseller agrees that it will not sell, license, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer the Products in any manner to third parties except as is expressly permitted otherwise in the Conditions.
- Delyva’s obligations and rights
5.1 Delyva agrees with Reseller throughout the Term to provide such support to Reseller as Reseller may reasonably require to enable it to fulfil its obligations and exercise its rights under the Appointment.
- Credit, prices, payment and delivery
6.1 On payment in cleared funds by Reseller of a credit, Delyva will update the account of Reseller with the credit set out against the currency in the Topup amount option selected by the Reseller. Delyva will use its reasonable endeavors to ensure that credits are updated to the Reseller’s account as soon as practicable after receiving payment for them.
6.2 The purchase of credits by the Reseller will be subject to the Standard Terms and Conditions as amended by the Conditions. In the event of any inconsistency or conflict between the Standard Terms and Conditions and the Conditions, the provisions of the Conditions shall prevail. For the avoidance of doubt by agreeing to the Conditions the Reseller is acknowledging that it is buying Products for business purposes and that it is not a consumer.
6.3 All credit must be purchased through the DelyvaHub portal.
6.4 Credits purchased under condition 6.1 may be used by Reseller to purchase Products from the DelyvaHub portal.
6.5 The order and delivery process for each Product will be that set out in the DelyvaHub portal.
6.6 Delyva will deduct the relevant number of credits from the credits available in the Reseller’s account when the Products are ordered by the Reseller and will deliver each Product in accordance with the order and delivery process set out in the DelyvaHub portal.
6.7 No order will be fulfilled if there are insufficient credits in the Reseller’s account.
- Inactive accounts
7.1 If a Reseller’s account has placed no orders for a period of twelve (12) months the account will be deemed abandoned. Delyva will be entitled to terminate the Reseller’s account immediately and without notice. All remaining credit will be forfeited and the account deleted.
- Reseller’s obligations
9.1 Reseller undertakes and agrees with Delyva that it will at all times during the Term (and where applicable following termination of the Appointment) observe and perform the Conditions including but not limited to:
(a) in all correspondence and other dealings relating directly or indirectly to the transaction relating to the Products, clearly indicating that it is acting as a reseller and not as owner of any of the Products;
(b) using at all times its best endeavours to promote and extend the market for the Products and work diligently to obtain orders from End Users for the Products;
(c) at its own expense providing advertising, publicity, promotion and marketing for the Products;
(d) at its own expense responsible for the business and advertisement licenses;
(e) handling all sales queries it receives from End Users;
(f) dealing with all aspects of End User billing and payment;
(g) dealing with and paying, whether on its own account or as reseller agent of Delyva, all applicable taxation whether in the country in which Reseller is doing business or in the country in which Reseller is established. All taxes shall be for the account of the reseller and shall not be reimbursed by Delyva. Reseller shall fully protect and indemnify Delyva and hold Delyva safe and harmless from any claims or liability for taxes assessed and levied by the Inland Revenue Board of Malaysia (IRB).
9.2 Reseller undertakes not to:
(a) translate, adapt, vary, modify, disassemble, decompile or reverse engineer any of the Products; or
(b) modify, amend, add to or in any way alter any of the Products supplied to it or to End Users by it, without Delyva’s or Supplier’s prior written consent.
10.1 Delyva warrants that for any Product purchased by Reseller:
(a) Delyva has the right to sell the Product to Reseller; and
(b) the Product will correspond with the description provided by Delyva to Reseller.
10.2 Delyva makes no representations and gives no warranties, express or implied that making the Products available in any particular area outside service coverage of the Supplier.
10.3 Reseller warrants that it is validly incorporated and registered under the law of Malaysia throughout the Terms and shall comply with all laws, regulations, decrees or any judgement, ruling, order or decree of any authorities.
- Term, suspension and termination
11.1 The Appointment shall become effective when the Reseller creates a reseller account and shall continue in force until terminated:
(a) by either party at any time immediately on giving written notice; or
(b) in accordance with clause 7.1; or
(c) in accordance with clause 11.2.
11.2 Either party shall be entitled forthwith to terminate the Appointment by written notice to the other if:
(a) that other party commits any material breach of any of the provisions of the Conditions and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
(b) becomes insolvent; or
(c) that other party ceases, or threatens to cease, to carry on business
and if Delyva terminates the Appointment under this clause the Reseller shall not be entitled to any refund for any credits then standing to its account.
11.3 Delyva shall have the right at any time on giving written notice to suspend the Appointment with immediate effect provided that its reasons for doing so are set out in such notice.
11.4 On the termination of the Appointment for any reason Reseller shall cease to promote, market, advertise or solicit the End Users for the Products.
- Liability and indemnification
12.1 Personnel of Delyva
Delyva shall be liable for and shall protect, defend and indemnify and hold harmless the Reseller from and against any and all claims, liabilities, costs, damages and expenses of every kind and nature, with respect to injury or death or damage to or loss of property of any person employed by Delyva, however arising.
12.2 Personnel of Reseller
The Reseller shall be liable for and shall protect, defend, indemnify and hold harmless Delyva from and against any and all claims, liabilities, costs, damages and expenses of every kind and nature, with respect to injury or death or damage to or loss of property of any person employed by the Reseller, however arising.
12.3 Third party
The Reseller shall responsible for and shall protect, defend, indemnify and hold harmless Delyva from and against any and all claims, liabilities, cost, damages and expenses of every kind and nature, with respect to injury, illness or death of or damage to or loss of property of any third party. The reseller indemnity for any loss or damage of third party’s property within Reseller’s custody hereunder shall according to the value of the item.
12.4 Reseller’s equipment
The reseller shall assume the risk of and shall be solely responsible for and in this regard shall indemnify, defend and hold Delyva harmless against any claim arising out of all damage to and/or loss or destruction of Reseller’s equipment and property, from any cause whatsoever, at all times during the Term. In the event that any Reseller’s equipment lost or damaged, affect the performance of the obligation, the Reseller shall replace any lost or damaged Reseller’s equipment at the Reseller’s sole cost in the most expeditious manner possible and at the Reseller’s sole expense.
12.5 Reseller is solely responsible for all orders placed via the DelyvaHub portal of the Website and shall take all necessary steps to ensure that no unauthorised persons access or place orders for Products through the DelyvaHub portal of the Website. Reseller shall be liable to pay Delyva for all orders for Products placed via the DelyvaHub portal of the Website whether authorised, unauthorised or fraudulent.
- Force Majeure
13.1 Neither Party shall be liable to the other nor shall be in breach of any obligation under this Reseller Terms and Conditions to the extent its performance, in full or in part thereof is prevented, impeded or delayed by an act, event or circumstance that is beyond the reasonable control of that Party and which that Party could not reasonably have prevented or overcome (such act, event or circumstance is herein referred to as “Force Majeure”) provided that the same in not wilfully or negligently done or brought for purpose of excusing a failure to perform under this Reseller Terms and Conditions.
13.2 Subject to and without prejudice to the generality of 13.1, an event of Force Majeure shall include but not limited to the following:
(a) act of God or force of nature;
(b) insurrection, revolutions, expropriation, requisition, nationalization, riots, civil disturbances, act of the public enemy and acts of terrorism;
(c) blockade, embargo or boycott;
(d) strikes or other labor disturbances (including sabotage);
(e) war, acts of war or warlike hostilities;
(f) pandemic, epidemic, outbreak of disease and quarantine restrictions;
(g) any change of law;
(h) civil emergency; or
(i) any other events or similar occurrences beyond the control of the Parties
Delyva may amend the Reseller Terms and Conditions at any time by reasonable notice, including without limitation by posting revised terms on its website at Delyva.com, which amended terms and conditions shall be binding upon Reseller.
- Nature of relationship
The Appointment shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the Conditions.
- No assignment
Reseller shall not, without the prior written consent of Delyva, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Appointment.
- Data protection
17.1 Delyva undertakes to comply with its obligations under the Personal Data Protection Act 2010 throughout the Term.
17.2 Reseller undertakes to comply with its obligations under Personal Data Protection Act 2010 throughout the Term.
17.3 Reseller shall process Personal Data only to the extent and in such manner as is necessary for the purposes of carrying out its obligations pursuant to this Reseller Terms and Conditions. Reseller shall ensure that all employees:
(a) are informed of the confidential nature of the Personal Data;
(b) are aware both of the reseller’s duties and obligations under the related law and this Reseller Terms and Conditions.
18.1 No failure of either party to exercise or enforce any of its rights under the Conditions will act as a waiver of such rights.
18.2 The Conditions are made only in the English language. If there is any conflict in the meaning between the English language version of the Conditions and any version or translation of the Conditions in any other language, the English language version shall prevail.
18.3 If any portion of the Conditions is illegal or unenforceable, such portion(s) shall be excluded from them to the minimum extent required and the balance of the Conditions shall remain in full force and effect and enforceable.
- Dispute resolution
19.1 This Agreement shall be governed by Malaysian law. All disputes arising out of or in connection with this Agreement shall be referred to the exclusive jurisdiction of the Courts of Malaysia.