VENDOR / MERCHANT AGREEMENT

VENDOR / MERCHANT AGREEMENT

Effective Date: Upon Vendor Registration
Platform: Ordersini.asia
Operator: Netdesk Solution, Malaysia

1. DEFINITIONS

1.1 “Platform” means Ordersini.asia and all related systems, apps, services, features, and tools operated by Netdesk Solution.

1.2 “Operator” refers to Netdesk Solution, a Malaysia-registered business operating the Platform.

1.3 “Vendor” / “Merchant” means any business, restaurant, food stall, or food court operator registered to sell products on the Platform.

1.4 “Customer” means any end-user who purchases food or services from a Vendor through the Platform.

1.5 “Hybrid Delivery Model” means deliveries may be performed by:
(a) delivery riders assigned by the Platform;
(b) delivery riders arranged by the Vendor; or
(c) Customer self-pickup.

1.6 “One-Time Payment Plan” means the Vendor pays a single yearly subscription fee to access the Platform based on the relevant plan selected.

1.7 “Menu Items” means all food, beverages, products, and services listed by the Vendor.

2. SCOPE OF AGREEMENT

This Agreement governs the relationship between Netdesk Solution and the Vendor in relation to the use, operation, marketing, sale, delivery, and management of products on Ordersini.asia.

By registering as a Vendor, the Vendor expressly agrees to be bound by this Agreement.

3. VENDOR SUBSCRIPTION FEES

3.1 The Platform operates strictly on a one-time yearly payment plan, depending on the Vendor package selected.

3.2 The Platform does not charge service fees, transaction fees, commission, or payout fees.

3.3 Subscription fees are non-refundable, except where required by Malaysian law.

3.4 The Operator reserves the right to revise prices annually with prior notice of at least 30 days.

4. PAYMENT COLLECTION

4.1 All payments from Customers (online or cash) are collected directly by the Vendor.

4.2 The Platform does not hold, collect, or manage any Vendor earnings.

4.3 The Vendor is solely responsible for:
(a) issuing receipts or e-invoices where required;
(b) complying with LHDN, SST, or other Malaysian tax obligations;
(c) handling disputes regarding customer payments.

4.4 Any payment disputes do not involve the Platform, except in cases of system malfunction.

5. VENDOR RESPONSIBILITIES

The Vendor agrees to:

5.1 Maintain accurate business information, menu pricing, operating hours, and product availability.

5.2 Ensure all Menu Items comply with:

  • Malaysia Food Act 1983

  • Food Regulations 1985

  • Halal standards (where claimed)

  • Local municipal licensing requirements (MBPJ, DBKL, MBSA, etc.)

5.3 Prepare orders accurately, hygienically, and within the stated time.

5.4 Comply with the Platform’s Acceptable Use Policy and SLA.

5.5 Ensure all riders arranged by the Vendor comply with safety, hygiene, and delivery standards.

5.6 Maintain valid business licenses applicable to its operations.

6. PLATFORM RESPONSIBILITIES

Netdesk Solution agrees to:

6.1 Provide the Vendor with access to Ordersini.asia’s ordering, dashboard, and menu management tools.

6.2 Provide reasonable technical maintenance and uptime in accordance with the SLA.

6.3 Offer optional delivery rider assignment under the hybrid model.

6.4 Publicize and market the Platform for general usage (not guaranteed for individual Vendors).

7. MENU, PRICING & PROMOTIONS

7.1 Vendors retain full control and responsibility for menu pricing.

7.2 Vendors must ensure that all displayed pricing is accurate and matches prices charged to the Customer.

7.3 Promotions created through the Platform are fully controlled by the Vendor.

7.4 Misleading pricing, hidden charges, or inconsistent charges constitute a breach.

8. ORDER FULFILMENT

8.1 Vendors must accept or reject orders within a reasonable time (default: 3 minutes).

8.2 Excessive cancellations or rejection of orders may result in penalties or suspension.

8.3 Vendors must ensure orders are prepared accurately, safely, and according to the stated preparation time.

8.4 If a Customer self-pickup order is not ready on time, the Vendor bears liability.

9. DELIVERY RESPONSIBILITIES (HYBRID MODEL)

9.1 Ordersini Delivery Riders

When the Platform assigns a rider:

(a) The Platform is responsible for rider performance.
(b) Vendors must hand over orders promptly.
(c) Complaints caused by rider delay are handled by the Platform.

9.2 Vendor-Arranged Riders

When the Vendor arranges their own riders:

(a) The Vendor is fully responsible for delivery integrity.
(b) Delivery delays by Vendor riders are Vendor liability.
(c) The Platform is not involved in disputes regarding Vendor-arranged riders.

9.3 Customer Self-Pickup

Vendor is responsible for handing over the correct order.

10. FOOD QUALITY, HYGIENE & SAFETY

10.1 Vendors must ensure:

  • Food is safe for consumption.

  • Packaging is secure and spill-resistant.

  • Proper temperature control (hot food hot, cold food cold).

  • Hygiene standards are maintained.

10.2 Any food poisoning, contamination, or customer injury claims fall under Vendor liability.

11. PENALTIES FOR VENDORS

The Platform may impose penalties for:

11.1 Repeated order cancellations.
11.2 Preparing wrong or incomplete orders.
11.3 Customer complaints above acceptable threshold.
11.4 Failure to maintain hygiene standards.
11.5 Using unlicensed business premises.
11.6 Fraud, manipulation, or false claims.
11.7 Misuse of the Platform or harassment of customers/riders.

Penalties may include:

  • Warning notices

  • Temporary suspension

  • Permanent ban

  • Legal action for damages

12. PLATFORM SUSPENSION & TERMINATION

12.1 The Platform may suspend Vendor accounts for:

(a) Fraud
(b) Non-compliance with law
(c) Severe customer complaints
(d) Operating illegally
(e) Dangerous or unhygienic conditions
(f) Misuse or abuse of the system

12.2 The Operator may terminate the Vendor account with 7 days’ notice, except in severe violations where termination can be immediate.

12.3 Subscription fees are not refundable in cases of suspension or termination due to Vendor breach.

13. INTELLECTUAL PROPERTY

13.1 All Platform software, systems, logos, and trademarks belong to Netdesk Solution.

13.2 Vendors may not copy, modify, distribute, or reverse-engineer the Platform.

13.3 Vendor trademarks remain Vendor property.

14. CONFIDENTIALITY

Both parties must maintain confidentiality of:

  • Customer data

  • Vendor sales data

  • Platform internal systems

  • Business strategies and pricing structures

15. DATA PROTECTION (PDPA)

The Platform complies with the Malaysia Personal Data Protection Act 2010.

Vendor must:

  • Keep customer data secure

  • Only use customer contact details for order fulfilment

  • Not sell or misuse customer data

  • Immediately notify the Operator if a data breach occurs

16. LIMITATION OF LIABILITY

The Operator is not liable for:

  • Vendor earnings

  • Customer payment issues

  • Vendor-arranged delivery delays

  • Food poisoning or safety issues

  • Vendor business losses

  • Third-party rider misconduct

The Operator’s liability is limited to the subscription fee paid.

17. INDEMNIFICATION

Vendor agrees to indemnify and hold Netdesk Solution harmless against all claims arising from:

  • Food safety issues

  • Misleading menu listings

  • Delivery failures by Vendor-arranged riders

  • Legal violations

  • Customer disputes due to Vendor fault

18. GOVERNING LAW

This Agreement is governed by the laws of Malaysia, and disputes are resolved in the courts of Selangor or Kuala Lumpur.

19. ACCEPTANCE

By creating a Vendor account on Ordersini.asia, the Vendor acknowledges:

  • Full understanding of this Agreement

  • Acceptance of all terms

  • Agreement to comply with all Malaysian laws

  • Agreement to penalty & suspension clauses

Digital acceptance via registration is legally binding.

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