HappieToken

1. Definitions and Interpretation

The following expressions shall have the following meanings:
Confidential Information:
has the meaning set out in Clause 8.2;
Customer:
means any person who purchases the Voucher(s) from the Merchant via the Platform;
HTVT:
means HT VOUCHER TRADING SDN BHD (operating under the trade name of HappieToken);
IP Works:
means all creative, intellectual, or intangible assets and outputs, including names, trademarks, logos, patents, copyrights, service marks, trade secrets, business and domain names, processes, know-how, industrial designs, marketing materials, advertisements, promotional content, photographs, videos, and any content shared on websites or social media platforms. This encompasses all intellectual property rights, interests, and entitlements, whether registered or unregistered, and includes applications, renewals, continuations, or extensions of such rights globally;
Merchant:
means the person that utilises the Platform to list and sell digital vouchers specifically for its products and/or services;
Party or Parties:
means either HTVT or the Merchant, or HTVT and the Merchant;
Platform:
means HTVT’s online platform through which the listing and sale of digital vouchers between Merchants and Customers are facilitated; and
Voucher(s) :
means the digital voucher(s) that are created and listed for sale by the Merchant on the Platform.
Interpretations
Unless the context otherwise requires:
1. A reference to “including” or “include” shall not be construed restrictively but shall mean “including (or includes) without prejudice to the generality of the foregoing” and “including (or includes) but without limitation to”.
2. 1. the singular number shall include references to the plural number and vice versa; and
  2. words denoting any gender shall include all genders.
3. The expression “person” shall include any individual, sole proprietorship, corporation, partnership, limited liability partnership, association, limited liability company, company limited by guarantee, society, trust, governmental or quasi-governmental authority or body, or any other entity or organization.

2. General

These terms and conditions shall apply and be deemed enforceable and binding upon any person that becomes a “Merchant”, who utilises the Platform to list and sell its digital vouchers.
The Merchant shall be deemed to have fully understood and accepted these terms and conditions, upon completing the registration form and submitting it to HTVT, or by utilising the Platform.

3. Customer Data and Information Restrictions

For security, privacy, and legal compliance purposes, the Merchant shall only be entitled to access and receive data and information about the Customers that are provided through the Platform.
The Merchant acknowledges and agrees that any data and information received shall be utilised exclusively for its intended purpose within the Platform and the Merchant shall not solicit any additional personal data or information and shall not store any Customer’s data beyond the scope of its intended purpose.
In the event of any legal action, proceedings, fines, penalties, or sanctions arising from the mishandling of data or breach of data protection laws and obligations by the Merchant, the Merchant shall fully indemnify and hold HTVT harmless against all claims, losses, damages, or liabilities incurred, including those specified underClause 11.

4. Privacy Policy

Any Merchant who accesses or comes into possession of another merchant's data, including contact information, identification data, financial data, account information, communication logs, and transaction data using the Platform (“the Receiving Party”) shall:
1. comply with all applicable data protection laws with respect to such data; and
2. allow the Merchant whose data the Receiving Party has collected (“the Disclosing Party”) to request for the details of such data and to request that all such data in the Receiving Party’s possession be returned and/or destroyed.
The Merchant shall indemnify and hold HTVT harmless from and against any and all claims, demands, losses, damages, penalties, fines, costs, or liabilities (including legal fees) arising from or in connection with the Merchant’s handling, use, disclosure, or management of any data or information provided by the Disclosing Party, whether directly or indirectly, including any misuse, unauthorised access, breach of obligations, or other acts or omissions by the Merchant, including as provided under Clause 11.

5. Obligations of the Merchant

The Merchant hereby undertakes, warrants, and covenants to HTVT that:
1. it shall ensure the accuracy, consistency and completeness of all the information and content listed on the Platform, including the Voucher and its details such as terms and conditions, redemption process, usage limitations, description, availability, pricing, and/or images;
2. it shall grant HTVT a non-exclusive and non-transferable right, and a royalty-free license, to utilise its IP Works solely for the purpose of marketing and displaying the Merchant’s Vouchers and marketing the Platform;
3. it owns, holds or possesses all the necessary licenses, rights, permissions, and authority to sell its Vouchers and to grant and/or authorise HTVT to list its Vouchers on the Platform;
4. all the Vouchers listed for sale on the Platform do not, and will not, infringe upon or misappropriate any third party’s IP Works;
5. all the Vouchers listed for sale on the Platform are valid, accurately represent the benefits, value and terms and conditions of the Voucher, and are redeemable in accordance with the terms and conditions stated in or with regards to the Vouchers;
6. it shall promptly address any Customers’ inquiries, complaints or issues in a professional and efficient manner, and inform HTVT of any changes or updates to its Vouchers;
7. it shall conduct itself ethically, professionally, and courteously when dealing with HTVT and the Customers;
8. it shall maintain a minimum amount of Vouchers (specified in its registration form or by HTVT in any manner), available for purchase by the Customers on the Platform at all times; and
9. it shall comply with all the applicable laws and regulations regarding the sale, redemption, cancellation and/or dealing whatsoever of the Vouchers.
Without limiting the foregoing, the Merchant shall NOT:
1. whether directly or indirectly, abuse and/or misuse HTVT’s resources, or list, upload or provide any content or information on the Platform or in relation to the Platform that is inappropriate, promotes violence or illegal activities, or is offensive, discriminatory, racist, hateful, sexist, pornographic, false, misleading, inaccurate, incorrect, infringing, defamatory or libellous;
2. utilise the Platform for any purpose other than its intended purpose and other than in accordance with these terms and conditions;
3. interfere with, sabotage, or engage in any act or omission, or make any statement that could jeopardize, compromise, prejudice, or negatively impact the business operations, reputation, or business relationships of HTVT, other merchants, Customers, or the relationship between Customers and HTVT;
4. engage in any activity that would require HTVT to obtain licenses from or pay royalties to any third party;
5. engage in any activity that infringes upon or misappropriates any third party’s IP Works, or violate any applicable laws;
6. impersonate another merchant, or unlawfully or illegally gain unauthorised access to another merchant’s account;
7. interfere with or otherwise prevent other merchants from listing their Vouchers on the Platform; and
8. solicit and direct any Customer or potential Customers or any other merchant away from HTVT to any competing business.

6. Merchants’ Account

The Merchant shall create an account on the Platform in accordance with the requirements of the Platform.
The Merchant shall:
1. be solely accountable for maintaining the confidentiality and security of its account, which includes its username and password, PIN, OTP, password retrieval information, backup email, and contact details. In the event of any unauthorised use or suspected breach of its account, the Merchant shall promptly notify HTVT;
2. provide accurate, complete, and up-to-date information when creating and maintaining its account profile and ensure the regular updating of its account settings;
3. provide any and all additional verification, documentation, or personal information required by HTVT to confirm the identity of the Merchant and the ownership of its account;
4. be liable and responsible for all activities conducted by or under its account, including the listing of Vouchers, messages sent to, and interactions with the Customers; and
5. comply with all applicable laws, regulations, and HTVT’s policies, when utilising its account and engaging with the Customers on the Platform.
The Merchant hereby agrees to grant access to HTVT to its account at any time HTVT deems fit to do any of the following:
1. modify, update or enhance any features and functionality of the account and the Platform;
2. access, monitor, and analyse the account’s activities for the purposes of security, compliance with these terms and conditions and applicable laws and policies, and improvement of the Platform;
3. review all the Vouchers listed for sale on the Platform, and reject any that are deemed inappropriate, non-compliant, or in violation of HTVT's policies and law; and/or
4. limit, restrict, discontinue, or suspend specific account features, functionalities, resources, and access to the Platform, when deemed necessary for security, legal, or operational reasons.

7. Representations and Warranties

The Merchant represents and warrants to HTVT that:
1. it has never been implicated in or convicted for any fraud or dishonest conduct or activity;
2. its business is being run in compliance with all relevant laws;
3. it has the necessary licenses to run its business as required by the law;
4. it has been given all necessary mandates and authority to perform these terms and conditions including its obligations, covenants, and undertakings herein;
5. there is nothing, whether existing or potentially developing or occurring, which would in any way affect its ability or capacity to perform its obligations, covenants, and undertakings herein;
6. the entry into and delivery of, and the performance by it of its obligations under these terms and conditions will not result in any breach of any law or regulation binding upon it, any provision of its constitution, or a contract with a third party, or result in any claim or legal action by a third party;
7. it fully understands these terms and conditions and shall comply with the same; and
8. there is no pending or threatened legal proceedings, which would materially affect its capacity and capability to carry out or perform its obligations, covenants, and undertakings herein.

8. Confidential Information

The Merchant may become aware of Confidential Information relating to the business or affairs of HTVT.
Confidential Information shall refer to the following:
1. information on, regarding and entered into the Platform of HTVT, including its source code, components, and other data;
2. information about the Customers including any data inputted by them, collected on them, or any information generated based on the data of the Customers or merchants on the Platform;
3. information relating to the identification of the Customers and its representatives’ (if any) data;
4. HTVT’s policies, procedures, measures, systems, protocols, proprietary information, technical data, and trade secrets;
5. all resources, IP Works, and information prepared, generated by, or otherwise belonging to HTVT;
6. all data and information of HTVT’s business and affairs such as research and development, marketing or strategic plans, commercial and business plans, financial information and data, accounts, bank accounts, financial and bank statements, profit and revenue reports, any other relevant reports, other merchants’ data and information, and operational information and methods;
7. information about the customers/clients of HTVT, such as their identification, specific requirements, arrangements, and past dealings with HTVT;
8. contracts (and the contents thereof) executed by or involving HTVT’s business;
9. information regarding the customer/client service and service quality of HTVT; and
10. all other information obtained from HTVT that is by its nature confidential.
HTVT may at its discretion expand on or add to what constitutes Confidential Information.
The Merchant undertakes that it shall:
1. hold the Confidential Information in confidence and adopt the highest degree of care possible to safeguard such Confidential Information;
2. ensure the secured custody of the Confidential Information in its control or possession and use its best efforts to prevent the use or disclosure of the Confidential Information by any unauthorised person;
3. NOT, for any reason whatsoever, directly or indirectly, use or disclose (or attempt to use or disclose) any Confidential Information for any unauthorised purpose; and
4. report to HTVT in the event it becomes aware of or suspects any use or attempt to use the Confidential Information by any unauthorised person and/or for any unauthorised purpose.
The aforesaid restrictions shall not apply to the following:
1. if the Confidential Information is used or disclosed with HTVT’s prior consent;
2. information that is required by law to be disclosed; and
3. information that is in the public domain, record and database, other than through a breach by the Merchant or any other person who owes a duty or obligation of confidentiality to HTVT.
If the Merchant is uncertain about whether a particular information is Confidential Information, it must confirm it with HTVT. Until it receives an answer, it must treat that information as Confidential Information.

9. Intellectual Property Rights

All IP Works of HTVT shall be solely and absolutely owned by HTVT.
The Merchant shall diligently undertake all reasonable measures to safeguard the IP Works of HTVT, from any unauthorised use or infringement by any unauthorised person.
Upon termination of the contract between the Parties:
1. any and all rights granted by HTVT to the Merchant to use the IP Works shall cease immediately;
2. any and all rights and licenses granted by the Merchant to HTVT to use its IP Works shall cease immediately;
3. the Merchant shall return to HTVT all materials and documents containing or embodying HTVT’s IP Works, and certify in writing that it has done so; and
4. the Merchant shall not retain any copies and extracts of HTVT’s IP Works in any form. Any continued use, reproduction, or distribution thereof after termination shall constitute a breach of these terms and conditions.
In the event of any unauthorised use, reliance, reference, editing, or incorporation by the Merchant of any of HTVT’s IP Works (whether or not such ownership is perfected or registered by HTVT), HTVT shall be entitled to do any one or more of the following (without prejudice to any other remedy in these terms and conditions or at law or in equity) at its absolute discretion:
1. apply for an injunction to restrain the Merchant and/or any other person as deemed necessary by HTVT;
2. claim for all profits received from the unauthorised use, reliance, reference, editing or incorporation of any IP Works by the Merchant or any other person involved in the breach;
3. compel the Merchant to adduce and produce to HTVT all documentation and proof showing the usage of HTVT’s IP Works; and/or
4. claim for indemnity for all legal costs and attorney fees incurred by HTVT in taking legal action to enforce its rights under these terms and conditions.

10. Breach & Termination

HTVT shall be entitled to suspend, deactivate, terminate, freeze and/or ban the Merchant’s account, and/or take any other appropriate action without prior notice to the Merchant, on the occurrence of any of the following events:
1. inactivity of the account for an extended period (above six (6) months);
2. suspected misuse or abuse of HTVT’s processes, resources or policies by the Merchant;
3. use or involvement of the Merchant’s account in any illegal, fraudulent, or unlawful activities, or actions;
4. the Merchant utilises the Platform in a manner that results in unfair competition or creates a conflict of interest;
5. the Merchant commits a material breach of any obligation on its part under these terms and conditions;
6. the Merchant is declared bankrupt or is wound up; and/or
7. any conduct or behaviour exhibited by the Merchant that reflects adversely upon HTVT, or brings HTVT into public disrepute, contempt, scandal or ridicule.
Without prejudice to HTVT’s rights and remedies in Clause 10.1, in the event a Party breaches any of the terms and conditions contained herein, the other Party shall be entitled to issue a notice to the defaulting Party requesting that the defaulting Party remedy such breach within seven (7) days from the receipt of the notice, failing which the non-defaulting Party shall be entitled to do any one or more of the following:
1. terminate the contract between the Parties;
2. claim for any monies due and payable by the defaulting Party pursuant to these terms and conditions;
3. compel the defaulting Party, by way of specific performance, to carry out its obligations under these terms and conditions;
4. claim for any indemnity from the defaulting Party as set out in these terms and conditions; and/or
5. take legal action to exercise any other rights or remedies set out in these terms and conditions or available in law or equity.
Either Party may terminate the contract on grounds of convenience by giving the other Party written notice of ninety (90) days. In this respect:
1. the contract between the Parties shall automatically terminate upon the expiry of the aforesaid ninety (90) days, without any need for further notice; and
2. the Merchant shall be paid for all outstanding and invoiced portions of its earnings (due as at the date of termination) which are not disputed by HTVT after deducting any sums claimed by HTVT against the Merchant or payable by the Merchant to HTVT.
The termination of the contract between the Parties shall not preclude either Party from bringing legal action for any antecedent breach of these terms and conditions by the other Party.
Nothing in these terms and conditions shall limit the rights and remedies in which the Parties are entitled to in law or equity.

11. Indemnity

The Merchant shall indemnify, defend, and hold harmless HTVT, its employees, and agents from and against any and all claims, demands, suits, actions, legal or administrative proceedings, damages, judgments, liabilities, interest, reasonable attorney’s fees, costs, and expenses of any kind or nature (including special, indirect, incidental, consequential damages) arising out of or in connection with these terms and conditions, in any manner caused or claimed to be caused by the acts, omissions, faults, breach of any of these terms and conditions or applicable law, or the negligence of the Merchant, or anyone acting under its direction, control, or on its behalf, in connection with its obligations under these terms and conditions.
HTVT shall be entitled to at any time and from time to time claim for the indemnity under this clause without any restriction or conditions. For the avoidance of doubt, HTVT is not obliged or required to wait until the determination of any dispute or legal proceedings before being entitled to claim for such indemnity, and for this purpose shall be entitled to demand for claims, costs and expenses (including legal costs and reasonable attorney’s fees) which it anticipates it may incur.

12. Limitation of Liability

HTVT hereby disclaims all liability for any direct, indirect, incidental, special, or consequential loss or damage, including loss of profits, revenue, business opportunities, or data, arising from or in connection with the use, redemption, or purchase of any Voucher offered through the Platform. The Merchant shall bear the sole responsibility to ensure that Customers are duly informed of any and all risks associated with the use or purchase of such Vouchers.
While HTVT undertakes reasonable efforts to ensure that the information made available on the Platform is accurate, complete, and up to date, HTVT makes no representations or warranties, whether express or implied, regarding the accuracy, reliability, or completeness of any information, including the descriptions of Vouchers. HTVT shall not be held liable for any discrepancies, inaccuracies, or omissions in connection with the Vouchers listed on the Platform.
Any claims, disputes, or losses arising between the Merchant and the Customers in relation to the Vouchers, including issues of non-performance, defective services, or non-redemption, shall be addressed and resolved solely between the Merchant and the Customers. HTVT shall bear no responsibility or liability in respect of any such claims, disputes, or losses, and it shall not be deemed a party to any proceedings or actions initiated in connection therewith.

13. Disclaimer

HTVT makes no representations, warranties, or guarantees, whether express or implied, with respect to:
1. the purpose, legality, merchantability, fitness for purpose, or non-infringement of any Voucher offered by the Merchant through the Platform;
2. the continuous, uninterrupted, or error-free operation of the Platform, or that the Platform will be secure, accurate, or free from viruses, malware, or other harmful components; and
3. the ability of the Merchant to successfully offer, promote, or sell its Vouchers, or the Customers’ ability or willingness to complete payment for any Voucher purchased through the Platform.
The Merchant hereby acknowledges, accepts, and agrees that it shall assume full responsibility for, and bear all risks arising from or associated with, its use of the Platform, including any technical issues, operational disruptions, or third-party interactions facilitated through the Platform.

14. Time of the Essence

Time shall be of the essence for the purposes of these terms and conditions. Any period or deadline set out herein shall be strictly complied with.

15. Assignment

No Party shall assign any of its rights or novate any of its rights and obligations to any other person without the prior written consent of the other Party.
Any assignment made by any Party without the consent of the other Party shall be void and unenforceable and shall in any event be unenforceable by any persons against that other Party.

16. Waiver

No act of forbearance, silence, or inaction by any Party in respect of any breach of these terms and conditions by the other Party shall be construed as a waiver of such breach or any subsequent or other breach of the same or any other provision. Similarly, no failure or delay by any Party in exercising any right, power, or remedy under these terms and conditions shall operate as a waiver thereof or preclude the future exercise of such right, power, or remedy.
The partial or limited exercise of any right, power, or remedy under these terms and conditions shall not be deemed a waiver or preclusion of the further exercise of that right, power, or remedy, whether in whole or in part.
Any waiver of rights, powers, or remedies under these terms and conditions shall only be effective if made in writing and shall be limited to the specific circumstances, extent, and duration expressly set forth in such written waiver.

17. Severance

If any provision herein or part thereof is rendered void, illegal, or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal, or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions.
Where it is not possible to delete the affected provision, in whole or in part, such provision or part thereof shall, to the extent that it is illegal, invalid, or unenforceable, be deemed not to form part of these terms and conditions, and the legality, validity, and enforceability of the remaining provisions herein shall not be affected.

18. Communication

Unless proven otherwise, any correspondence or notices with respect to these terms and conditions, the engagement of the Merchant with HTVT, or any other matter arising may be given and will be deemed given as follows:
1. in the case of personal delivery, on delivery;
2. in the case of AR Registered Post or courier, upon delivery;
3. in the case of facsimile transmission, on completion of the transmission provided that the sender has received printed confirmation of the transmission;
4. in the case of email (including correspondence which is scanned and attached to the email), upon transmission provided that the email appears in the ‘sent’ folder of the sender; and
5. in the case of WhatsApp, Telegram, WeChat, or any other equivalent app, upon transmission so long as the recipient is known to the sender to be using the same app or if any reply is received acknowledging or replying to or with respect to the notification.

19. Relationship Between the Parties

Nothing in these terms and conditions (or any of the arrangements contemplated by it) is or shall be deemed to constitute a partnership or establish an employee or agency relationship between the Parties, nor shall either Party be considered the employee, partner, or agent of the other Party for any purpose.
Neither Party shall be authorised howsoever to represent or make any representations on behalf of the other Party, make any decisions on behalf of the other Party, nor enter into any contracts or agreements or any other binding arrangement for or on behalf of the other Party.

20. Taxes

The Merchant shall be solely responsible for the payment of, and shall pay when due, all applicable taxes including any income tax, sales tax, and other taxes associated with payments to the Merchant under these terms and conditions.

21. Governing Law & Jurisdiction

These terms and conditions shall be governed by and construed in all respects in accordance with the laws of Malaysia, and the Parties hereby agree to submit to the exclusive jurisdiction of the courts in Malaysia for any and all disputes relating to or arising from these terms and conditions.

Terms & Conditions for Merchant