Polisi kami

Thryffy Privacy Policy (Malaysia)

Privacy Policy

  1. Introduction

We want to protect our lovely Thryffy community. It’s important to us that you not only have a pleasant experience buying and selling on Thryffy, but also that you feel comfortable and safe while doing so.

This Policy is a further explanation on our Terms of Service and explains how Thryffy, handles how our subscribers information is collected and received in the course of your use of our mobile application and services (collectively, the “Services”). It also governs the collection, use and disclosure of your information. 

  1. Data Collecting and Receiving

We may collect and receive information from you in the following situations:

  • When you register for an account with us (“Account”).
  • When you choose to connect your Account with an external third party service or application, such as Facebook.
  • When you use the features and functions available on our Services, for example, by creating listings, or transacting with other users.
  • If you contact us, for example, with a query or to report a problem.
  • When you register for a survey, campaign, contest and/or lucky draw with us.
  • When you interact with us offline or through an external third party.

You are under no obligation to provide the information to us. However, if you choose to withhold the information or to revoke permission for us to receive the information, we may be unable to provide certain aspects of our Services to you.

By providing us with any information relating to a third party (e.g. information of your spouse, children, parents, and/or employees), you represent to us that you have validly obtained the consent of the third party to provide us with their information for the respective purposes.

We may collect and receive the following information. Please note that not all of our Services collect all of the information listed below: 

  • Account credentials such as username.
  • Profile information such as, name, gender, email address, profile photo, mobile number, date of birth.
  • Information required for transactions on Thryffy (including payment and shipping services) such as credit or debit card details, bank account, NRIC/Passport number, address, mobile number.
  • Location information such as last known location.
  • Any other information disclosed by you in any of the above-mentioned methods and/or through the use of our Services.
  • Aggregate data collected through the use of our Services.
  • Any communications between you and another user of our Services.
  1. Your interactions with others

We generally do not monitor or remove the information which you share and such information may remain available on our Services after your Account has been deactivated, terminated or is otherwise closed. You are responsible for the information you choose to share in these groups or with other users.

  1. Why we collect the information and how we use it

We may use the information collected and received from you for the following purposes:

  • To verify your identity, update our records and generally maintain your Account with us.
  • Provide our Services and customise the content shown to you.
  • Develop, operate, improve, deliver and maintain our Services.
  • To process transactions.
  • To process or arrange payment and/or shipping services.
  • To process or resolve any dispute arising from or in connection with any transactions, in accordance with our Terms of Service.
  • To detect or monitor any frauds or other prohibited content, businesses or activities.   
  • Responding to your queries and resolving complaints.
  • To facilitate, confirm and/or provide updates or notifications in relation to any transactions.
  • Carry out polls, surveys, analysis and research on how our Services are being used and how we can improve them.
  • To update you on your listings and our Services (e.g. new offers, new chats, new feedback, new comments). These updates will be sent by email and/or through push notifications and you can choose to unsubscribe from these updates at any time through the “Settings” page of your Account.
  • To send you marketing and/or promotional materials on the latest products and services of Thryffy or carefully selected third parties. These updates will be sent by email and/or through push notifications and you can choose to unsubscribe from these marketing communications via the link in the email you have received and/or through the “Settings” page of your Account. These marketing communications may also be communicated to you through text messages and/or voice calls if you have indicated that you wish to receive such updates through these methods. For more information on anonymous advertising, including to understand what opting-out means and your opt out choices, please see the Section 5 below.
  • To send you service-related messages including, without limitation, a welcome/confirmation email when you register your Account and to enforce our Terms of Service and other policies. These messages are not promotional in nature. These messages will be sent by email and/or through push notifications and you may not opt-out of receiving service-related messages from Thryffy, unless you deactivate your account. 
  • Perform functions or services as otherwise notified to you at the time of collection such as to publish and/or use for our marketing purposes, your feedbacks and stories.
  • To provide you a more tailored online advertising experience. Thryffy has in place, tools and services to create advertisements, to deliver advertisements to devices on behalf of advertisers, to monitor the success of and manage advertising campaigns, and to present you with advertisements that are more likely to be interesting and relevant to you. Delivering relevant ads that are tailored to users’ interests is known as “interest based advertising”
  • If you are a member of our survey panel, your information may also be used to manage your panel membership; send you service-related messages, new survey opportunities and, updates on your rewards and incentives. These updates will be sent by email and/or through push notifications and you can choose to unsubscribe from these updates through the relevant email and/or “Settings” page of your Account. These updates may also be communicated to you through text messages and/or voice calls if you have indicated that you wish to receive such updates through these methods.
  • To provide and carry out cross-application and cross-device advertising (i.e. advertising across browsers and applications on a single device, as well as cross-device advertising), advertising delivery and reporting. Information include information described above and data collected from a particular computer, browser or device and may be used with another computer, browser or device that is linked to the computer, browser or device on which such data was collected.
  • To  generate a “Lookalike audience” or “similar audience” of prospective users through the Facebook or Google advertising platforms and/or similar service providers. This allows us to deliver targeted advertisements on their networks to potential users, where such potential users may have shared interests or similar demographics to our existing users, based on the data of these advertising platforms. We typically do this by uploading a list of email addresses in a secured manner. Facebook’s policyis to irreversibly hash (encrypt) such lists locally and prior to uploading. Facebook will then match the hashed data against their own user and generate the lookalike audience. The uploaded list will then be deleted and will not be used for any other purposes. Thryffy will not have access to the identity of any user in the lookalike audience, unless such an individual chooses to click on the advertisements we deliver. 
  • To comply with applicable Anti-Money Laundering and Countering the Financing of Terrorism regulations and other applicable laws and regulations.
  1. Who we share your information with

 We may share information about you in the following ways:

  • When you register for an Account, the information which you make available on your profile may be viewed by other users of our Services. Other users of our Services would also be able to view the content which you upload and share on our Services.
  • We may share the information with our affiliates and with third party service providers who assist us in performing certain aspects of our Services on our behalf, such as processing transactions, payment or shipping services, fulfilling requests for information, receiving and sending communications, updating marketing lists, analysing data, providing support services or in other tasks. Such service providers will only have access to your personal information to the extent necessary to perform their functions.
  • We may share the information with our potential partners, investors and other parties with a view to a potential business partnership, collaboration, joint venture or otherwise in furtherance of our business.
  • We may share any information collected in accordance with this Privacy Policy with: (i) governmental and other regulatory authorities or the courts in any jurisdiction; (ii) any third party claimants or potential third party claimants; or (iii) your card issuing bank, financial institution and/or payment service provider, to process or resolve any chargeback, payment reversal and/or dispute arising from or in connection with a transaction using our Services in accordance with our Terms of Service.
  • In addition to other information described in this Privacy Policy, we may collect and share with third party data management platforms or advertising and analytics partners precise location information. This location information may be used by itself, aggregated, or combined with mobile identifiers (such as IDFAs and Android IDs), and shared with third parties for purposes related to advertising, analytics, attribution (e.g., measuring ad performance), analytics and market research. We have included the links to their privacy policies below.
  • We may disclose your personal information if required to do so by law or if we believe that such action is necessary to prevent fraud or crime or to protect our Services or the rights, property or personal safety of any person.

We respect your privacy and we will not sell your personal information to any third party. We may disclose data and aggregate statistics about users of our Services and sales to prospective partners, advertisers, sponsors and other reputable third parties in order to describe our Services, deliver targeted advertisements or for other lawful purposes, but these data and statistics will not include information which can be used to identify you.

  1. Transfer of information

By using our Services, you authorise us to use your information in Malaysia and other countries where Thryffy operates for the purposes mentioned above. We will ensure that your information is transferred in accordance with this Privacy Policy and protected in accordance with applicable laws on personal data protection (including the Personal Data Protection Act 2010 of Malaysia). 

 

 

  1. Protecting your information

The security of your information is important to us. We have security measures in place to protect against the loss, misuse and alteration of information under our control. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your information, we cannot guarantee its absolute security.

It is important that you protect against unauthorised access of your Account and information by choosing your password carefully, and keeping your password and Account secure (e.g. by signing out after using our Services).

  1. Accessing and updating your information

You may access and update your information within our Services through the “Settings” page of your Account.

Where you provide personal information about yourself to us, you are responsible for providing accurate, not misleading, complete and up-to-date information about yourself and any other person whose personal information you provide us, and to update this personal information as and when it becomes inaccurate, misleading, incomplete or out-of-date.

In certain circumstances, you may need to provide us personal information about someone other than yourself. If so, we rely on you to inform these individuals that you are providing their personal information to Thryffy to make sure they consent to you giving us their information and to advise them about where they can find a copy of this Privacy Policy.

If you wish to:

(a) apply for a copy of the information or delete the data we hold about you;

(b) withdraw consent you previously provided to us to use, collect or disclose the information we hold about you,

Please allow us a reasonable period of time to respond to any request and effect any change. We may ask to verify your identity and for more information about your request. Where we are legally permitted to do so, we may refuse your request and may give you reasons for doing so. Where you have requested for a copy of the information we hold about you, we may charge a reasonable administrative fee to cover the costs of responding to your request.

  1. Tracking technologies

We use tracking technologies on our Services. These enable us to understand how you use our Services which, in turn, helps us to provide and improve our Services. However, the tracking technologies do not access, receive or collect information which can be used to identify you. Data collected in this way is anonymous to us, which means we cannot see the personal data of individual users.

  1. Changes to this Privacy Policy

We reserve the right to make changes to this Privacy Policy at any time and all changes will be posted here. If we believe that the changes are material, we will notify you of the changes by posting a notice on our Services or by email. Your continued use of our Services constitutes your acceptance of the updated Privacy Policy. You are responsible for reviewing the changes which we make to the Privacy Policy.

  1. Third party sites and resources

Our Services may, from time to time, contain links to external sites or resources which are operated by third parties. We have no control over the content and privacy practices of such sites or resources. You are advised to review the privacy policies of these sites and resources operated by third parties and understand how your information may be used by those third parties.

  1. Contact us

If you have any questions, complaints, concerns or comments on our Privacy Policy, we welcome you to contact us by sending an email to enquiries@thryffy.com.my or by using the contact form on our app or website.

 

Thryffy for Business – Membership Policy

Standard Terms for Thryffy for Business 

This standard terms and conditions (the “Terms”) for Thryffy membership subscriptions (“Thryffy for Membership Subscriptions”), shall govern your access and use of the additional features on the website, mobile applications and services  (collectively, the “Thryffy Services”) provided by Thryffy (as defined below).

Such Thryffy Services may be provided via a subscription service on or via any of the Thryffy mobile applications and/or website, including all its features and content and the services that Thryffy makes available on or through them, and any and all updates, upgrades, supplements, enhancements and releases thereto as may be provided by us from time to time (the “Platforms”) or any of the methods as may be made available on the Platforms or as may be notified to you from time to time.

These Terms applies to all users of the Thryffy Services, including without limitation users who are sellers, buyers, merchants, or contributors of content, information and other materials. If you are entering into this agreement for and on behalf of a business entity, and the term “you” in these Terms shall mean the business entity on whose behalf you are using the Services, unless the context does not permit.

By using the Thryffy Services in any manner, including but not limited to visiting or browsing the Thryffy app you agree to observe and be bound by these Terms, (click here for the Terms of Services and the additional terms and conditions and policies referenced herein and/or available by hyperlink.)

Thryffy reserves the right to change or modify these Terms at any time. You will be deemed to have agreed to the amended Terms by your continued use of the Thryffy Services following the date on which the amended Terms are posted here. New features that we add to our Thryffy Services are subject to these Terms. 

If a modification materially reduces your rights, we will notify you of such material changes (by, for example, a text message, email to the contact details associated with your account; or on our Platforms). If you do not agree to such modification, you may terminate your use of our Thryffy Services or request us to terminate the provision of our Thryffy Services to you. By continuing to use our Thryffy Services after the modification comes into effect, you are agreeing to be bound by the modified Terms. 

  1. Use of Thryffy Services

1.1. Subject to your compliance with these Terms, Thryffy grants you a non-exclusive, non-transferable, non-assignable, worldwide, limited license to use our Thryffy Services that you have ordered and paid for solely for your own internal business purposes only in accordance with these Thryffy Terms for the Term (as defined below), unless earlier terminated. All rights not expressly granted to you in these Terms are reserved by Thryffy and its licensors. 

1.2. You shall use the Thryffy Services in accordance with these Terms and shall not:

1.2.1. use our Thryffy Services documentation and the applicable Thryffy Services documentation for any purpose other than in connection with your use of our Thryffy Services and your internal business purposes;

1.2.2. violate any applicable laws, rules or regulations in connection with your access or use of the Thryffy Services;

1.2.3. use the Thryffy Services to create or promote a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Thryffy Services or any services, products or software offered by Thryffy; 

1.2.4. use the Thryffy Services to send automated, unsolicited or Thryffy messages, advertising or promotional material or any junk mail, spam or chain letters; 

1.2.5. use any scraper, robot, bot, spider, crawler or any other automated device or means to access, acquire, copy or monitor any portion of the Thryffy Services, or any data or content found or access through the Thryffy Services; 

1.2.6. collect any information in respect of users of the Platforms without their consent; and 

1.2.7. commit any act to avoid paying any applicable fees and/or charges; and

1.2.8. authorise or encourage anyone to do any of the foregoing.

  1. Content

2.1. The Thryffy Membership Services allow you to create listings and share and customise content, such as photos, videos, comments, data, text and other information (“Content”).

2.2. You understand and agree that you are solely responsible for the Content that you post or share on or through the Services and any loss or damage which you sustain as a result of such Content is solely your responsibility. You retain ownership rights in the Content which you upload or share on the Thryffy Services but you grant Thryffy a worldwide, fully-paid, royalty-free, sub-licensable, and transferable licence to host, store, use, display, reproduce, modify, adapt, edit, publish and distribute such Content (subject to Thryffy’s Privacy Policy) for the purpose of operating, developing, providing, promoting, and improving the Thryffy Membership Services and to research and develop new products and services.

2.3. You further acknowledge that Thryffy does not pre-screen Content uploaded by users. Thryffy shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available on the Thryffy Services. Without limiting the foregoing, Thryffy shall have the right to remove Content, without liability or the obligation to offer a refund, in any of the following events:

  • If the Content is in breach of these Terms.

  • If Thryffy has received a complaint or notice of infringement in respect of the Content.

  • If the Content is otherwise objectionable.

Thryffy may also block Content and the delivery of a communication (including, without limitation, feedback, postings, messages and/or chats) to or from the Thryffy Services as part of efforts to protect the Thryffy Services or users, or to otherwise enforce these Terms.

  1. Intellectual Property 

You acknowledge and agree that the Thryffy Services and all copyright, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Thryffy. Furthermore, you acknowledge and agree that the source and object code of the Thryffy Services and the format, directories, queries, algorithms, structure and organization of the Services are the intellectual property and proprietary and confidential information of Thryffy. You are not granted any intellectual property rights in and to the Thryffy Services not expressly granted in these Terms and such rights are hereby reserved and retained by Thryffy.

  1. Fees and Payment

4.1. Your Thryffy membership Subscriptions will continue and be renewed automatically on a monthly/yearly basis after the first month/year (as the case may be) until you expressly instruct us that you wish to terminate your relevant Thryffy Membership Subscriptions at any time through the “Settings” section of your Account, but before the expiration of the applicable then current subscription period. The termination will take effect in the following cycle of your Thryffy Membership Subscriptions. Unless otherwise stated by Thryffy any renewal of your Thryffy Membership Subscriptions will be on the then prevailing subscription terms thereof.

4.2. You acknowledge and agree that in the event of a subscription or recurring payment, you shall ensure that all payments are made and cleared by your bank before each monthly and/or annual recurring payment is due. For payments by credit card, your credit card account must be in good standing and remain valid for the monthly/annual charge(s) to be debited successfully. In the event of an unsuccessful payment, your Thryffy Membership Subscriptions will automatically be suspended and/or terminated if payments are not received within ten (10) days from the due date.

4.3. In the event that any fee for any Thryffy Membership Subscriptions is stated erroneously on the Platform or otherwise, as determined in the discretion of Thryffy, Thryffy:

4.3.1. is not obliged to provide the Thryffy  Membership Subscription to you at the erroneous fee; and

4.3.2. shall be entitled to rectify such error by giving you notice of the error and of the correct fee,

if you do not agree to make payment of the correct fee after being notified, you may terminate the Thryffy  Membership Subscriptions and Thryffy shall refund any fees paid by you to Thryffy on a pro-rated basis for the remaining and unexpired portion of the Term for Thryffy Membership Subscription, as your sole remedy;

4.4. Subject to Clause 4.3 above, all subscription fees and/or other fees and charges (“Thryffy Fees”) paid by you to us with respect to your Thryffy Membership Subscriptions or otherwise for your access to and use of the Thryffy Services, are non-refundable. For the avoidance of doubt, there will be no refunds of any  Thryffy Fees in the event that: (i) your Thryffy account (“Account”) is suspended or terminated due to a breach of these Terms; and/or (ii) any Content has been removed in accordance with Thryffy’s Terms of Service. 

4.5. You shall make prompt payment of all Thryffy Fees, in full before the due date stipulated by Thryffy for such payment (where applicable) and in accordance with our payment instructions. In the event of late payment or non-payment of amounts due to Thryffy, without prejudice to any other rights or remedies available to us, Thryffy shall be entitled to: (i) terminate and/or suspend your Account, your Thryffy Membership Subscriptions and/or your access to the Thryffy Services; and/or (ii) charge you a late payment fee on the overdue amount at the rate of 1.5% per month, or, if lower, the maximum rate allowed by applicable law. You shall pay such fees together with the overdue Thryffy Fees and any legal fees and collection costs incurred by Thryffy in collecting any past due amounts. This fee will be applied on the day after the payment due date and will be applied each month until the overdue amount is paid.

4.6. In the event your Account is suspended or terminated for any reason, all amounts due on your Account will immediately become due and payable. Thryffy reserves the right to immediately charge any amounts you have not previously disputed to the billing method that you are using and shall be entitled to terminate your Account, without prejudice to any other rights or remedies available to us.

4.7. You are responsible for collecting and paying any taxes associated with using and making sales through the Thryffy Services. Depending on the tax legislation of your country of residence, goods and services tax or similar consumption tax might apply in addition to your fees.

4.8. By submitting credit card and/or other payment details to Thryffy, you warrant that you are entitled to purchase the Thryffy Membership Subscriptions using those payment details. In the case of unauthorized payments, Thryffy reserves the right to suspend or terminate your access to the Thryffy Services. If Thryffy does not receive payment authorization or any authorization is subsequently cancelled, Thryffy may immediately terminate or suspend your access to the relevant Thryffy Services.

  1. Service Levels

5.1. We will make commercially reasonable efforts to keep our Thryffy Services operational 24 hours a day and seven days a week, except for planned downtime for (i) maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least 24 hours prior notice; or (ii) for unplanned downtime caused by any circumstances beyond our control, including acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or other labor problems, failures in computers, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks. 

5.2. Thryffy reserves the right to amend, suspend and/or terminate all or any part of any thryffy Membership Subscriptions, the types of features or services offered on, the subscription period and rates for such Thryffy Membership Subscriptions, at any notice.

5.3. In the event that Thryffy amends, terminates or withdraws the operation of any Thryffy Services, Thryffy may at its option (but is not obliged to) refund any fees paid by you to Thryffy on a pro-rated basis for the remaining and unexpired portion of the term for such specific and relevant service and/or provide any equivalent or equal value alternative, which shall be deemed full satisfaction of the said service and obligation as originally contemplated. If any such termination / withdrawal materially reduces your rights, we will notify you of such material changes (by, for example, a text message, email to the contact details associated with your account; or on our Platforms). If you do not agree to such amendment, termination or withdrawal, you may terminate your use of our Thryffy Services or request us to terminate the provision of our Thryffy Services to you. By continuing to use our Thryffy Services after the amendment, termination or withdrawal comes into effect, you are agreeing to accept such amendment, termination or withdrawal. 

  1. No warranty

You acknowledge and agree that the Thryffy Services are provided on an “as is” and “as available” basis, and that your use of or reliance upon the Thryffy Services and any content, products or services accessed or obtained thereby is at your sole risk and discretion. 

No advice or information, whether oral or written, obtained by you from Thryffy or from the Services shall create any representation, warranty or guarantee. Furthermore, you acknowledge that Thryffy has no obligation to support or maintain the Thryffy Services.

  1. Privacy

Your privacy is very important to us at Thryffy and we have provided the Thryffy Privacy Policy, which can be found at https://www.thryffy.com.my/our-policies/ to explain our privacy practices. Please review the Privacy Policy to understand how Thryffy collects, uses and discloses information collected and received from you.

  1. Miscellaneous 

8.1. Thryffy reserves the right to restrict, suspend or terminate your Thryffy Membership Subscriptions you breach any of these Terms, with or without notice and without further obligation or liability to you.

8.2. In the event of any dispute over any difference or inconsistency between these Terms and the Thryffy terms of service, in relation to your Thryffy for Membership Subscriptions, these Terms will prevail.

You hereby agree this Agreement shall be governed and construed in accordance with the laws of Malaysia and both parties submit to the exclusive jurisdiction of the Malaysian courts in relation to any disputes arising out of or in connection with this Agreement or its subject matter.

Thryffy Malaysia – Advertisers

STANDARD TERMS AND CONDITIONS FOR ADVERTISERS

This standard terms and conditions for advertisers (the “Terms”), shall govern the relationship between Thryffy Technologies Sdn Bhd [202001023924 (1280244-T)] (“Thryffy”) and the advertiser (“Advertiser”) subject to our eligibility requirements to be registered as an Advertiser on our Thryffy platform.

The Advertiser agrees to accept and pay for, and Thryffy agrees to provide any of the following services (“Services”) which we may introduce or revise from time to time (as more definitively set out in the IO (as defined below).

1.

DEFINITIONS

Ad Impression” means each occurrence of an Ad being displayed on Thryffy Properties and/or Network Properties to an End User.

Ad(s)” means any text-based, graphical, interactive, rich media, social, e-mail, video or any other online advertisement provided and/or published by Thryffy on behalf of an Advertiser.

Advertiser” means the advertiser for which Thryffy is the agent under an applicable IO. In the event where the Advertiser is entering into this Agreement on behalf of a client, any reference to “Advertiser” shall refer jointly to the advertiser and the applicable client.

Advertising Materials” means any artwork, copy, or active URLs for Ads, pursuant to the applicable IO.

Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

Agreement” means the applicable IO and these Terms.

Campaign” is the basic unit of business between an Advertiser and Thryffy. Each Campaign may be categorised as a CPA Campaign, CPC Campaign, CPM Campaign, CPM-A Campaign or CPM-C Campaign, or a campaign based on some other kind of Deliverable to be specified in an IO.

Thryffy” means Thryffy Technologies Sdn Bhd, its related entities, Affiliates and/or subsidiaries (where applicable).

Thryffy Properties” means any mobile platforms, application and/or websites specified on an IO that are owned, operated, or controlled by Thryffy.

CPA Campaign” shall mean a Campaign where the Fees are based on the number of specified actions taken by End Users. Examples of an action include a completed sale or a contact form filled in. For this definition, clicks are not considered actions, to distinguish CPA Campaigns from CPC Campaigns.

CPC Campaign” shall mean a Campaign where the Fees are based on the number of clicks by End Users on the Campaign’s Ad.

CPM Campaign” shall mean a Campaign where the Fees are based on the number of Ad Impressions.

CPM-A Campaign” shall mean a Campaign where the Fees are based on the number of Ad Impressions, where the Campaign has been optimised to obtain a higher rate of actions by End Users.

CPM-C Campaign” shall mean a Campaign where the Fees are based on the number of Ad Impressions, where the Campaign has been optimised to obtain a higher rate of clicks by End Users.

Creative Service Campaign” shall mean a Campaign for which Thryffy shall create or creates and or designs part of or all of the Advertising Material.

Deliverable” or “Deliverables” means the inventory to be delivered by Thryffy (e.g., impressions, clicks, or other desired actions) for each Campaign.

Effective date” means the date of acceptance of the applicable IO.

End Users” means users of the Thryffy Properties and/or Network Properties.

Fee(s)” means the fees payable by the Advertiser and as indicated in the applicable IO for the Services to be provided by Thryffy.

IO” means a mutually agreed insertion order and/or any other agreement that incorporates these Terms, under which Thryffy will deliver Ads on Sites.

Network Properties” means any mobile platforms, application and/or websites specified on an IO that are not owned, operated, or controlled by Thryffy, but on which Thryffy has a contractual right to serve Ads.

“PDPA” means the Personal Data Protection Act 2010 of Malaysia and all subsidiary legislation issued pursuant thereto.

Personal Data” shall have the same meaning as that set out in the PDPA.

Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Thryffy’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.

Process” or “Processing” shall have the meaning ascribed to it in the PDPA.

Representative” means, as to an entity and/or its Affiliate(s), any directors, officers, employees, agents, consultants, third party service providers and subsidiaries of an entity, and the directors, officers, employees, agents, consultants and third party service providers of such subsidiaries.

“Site” or “Sites” means Thryffy Properties and Network Properties.

Third Party” means an entity or person that is not a party to an IO.

Third Party Ad Server” means a Third Party that will serve and/or track Ads.

The expressions “in writing” and “signed” include approval by electronic signature by any such party. 

2.

INSERTION ORDERS

2.1

An IO will be binding only if accepted and signed by Thryffy and the Advertiser, As applicable, each IO will specify, for each Campaign: (i) the type(s) and amount(s) of Deliverables, (ii) the Fee(s) payable by the Advertiser for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the Campaign, and (v) the identity of and contact information for any Third Party Ad Server (if applicable). Other items that may be included are reporting requirements, any special Ad delivery scheduling, placement requirements, and specifications concerning ownership of data collected.

2.2

In the event of any dispute over any difference or inconsistency between these Terms and the applicable IO, the applicable IO will prevail.

2.3

Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.

3.

ADVERTISING MATERIALS, PLACEMENT, POSITIONING AND REPORTING

3.1

Save as set out in the applicable IO in respect of a Creative Service Campaign, the Advertiser shall provide all of the Advertising Materials. The Advertiser is solely responsible for all of the Advertising Materials including any part created by Thryffy pursuant to Advertiser’s instructions. The Advertiser shall submit all Advertising Materials within twenty-four (24) hours of the approved IO, in accordance with Thryffy’s then-existing Policies and in any event forty-eight (48) hours prior to the Campaign start date.  

3.2

The Advertiser shall approve the final proof(s) of all Advertising Materials forty-eight (48) hours prior to the Campaign start date. Thryffy is not responsible for reconfirming such confirmation and is not responsible or liable for errors in the Advertising Materials and/or Ads. It is the sole responsibility of the Advertiser to confirm the accuracy of all data, spelling, graphic placement, photo quality, color, and content contained in the Advertising Materials prior to approving the final proof for publishing. The Parties acknowledge and agree that Thryffy is not responsible for or liable for any errors defect and/or inaccuracy in any and all approved Advertising Materials and such approvals are final, and not reversible. The Parties further agree that slight deviations in colours and/or designs from the Advertising Materials provided are acceptable, and shall not form a basis for a claim under this Agreement.

3.3

The Advertiser acknowledges and agrees that: (i) the Ads will meet the specifications specified by Thryffy in advance of Campaign start date; (ii) the Ads may be displayed in random rotation and that advertisement spaces on which the Ads are displayed may display advertisements from other agencies/advertisers by rotation; and (iii) the display of the Ads are subject to space availability. In the event that any selected space is not available, Thryffy reserves the right to re-schedule the date of the publication of the Ads to the next available date. In the event of any delays arising from or due to an act and/or omission of the Advertiser and/or its Representatives, the Publisher shall not be liable for any corresponding delay caused and shall not be obliged to extend the Campaign term.

3.4

Thryffy reserves the right to refuse any IOs and/or terminate any IOs where the transmitted Advertising Materials contains, in Thryffy’s sole discretion, defamatory, pornographic, radical content or any other material which is obscene, offensive, hateful or inflammatory.

3.5

The Advertiser acknowledges that Thryffy may, reproduce any Advertising Material for the sole purpose of Thryffy promoting its business, including by reproducing any Advertising Material, in whole or in part, on Thryffy Properties.

 3.6

Thryffy reserves the right to, at any time, refuse to publish any Ads and/or Advertising Materials submitted by the Advertiser or to reject and/or terminate any IO without assigning any reason therefor notwithstanding:

a)  issuance of any acknowledgement of receipt or confirmation therefor;

b)  the acceptance of payment or part payment therefor; or

c) that such Ads and/or Advertising Material has been published (in part or in whole).

In the event of any exercise of such right by Thryffy, Thryffy’s liability shall be strictly limited to refunding pro rata the charges for any prepaid Fees less (where applicable), all fees due and payable under this Agreement for the services and advertising materials and creatives which have been delivered under a Creative Service Campaign.

3.7

Except as otherwise provided herein, Thryffy shall compile, calculate and electronically deliver to the Advertiser, all figures, calculations and data in respect of the relevant Deliverables (“Campaign Data”). The Advertiser acknowledges and agrees that any calculation or determination by Thryffy of any Campaign Data is, in the absence of manifest error, conclusive evidence of the matters to which it relates can.

3.8

Ads which are disseminated by Thryffy through email marketing campaigns (“EDMs”) or mobile direct mailers will be sent to email addresses or mobile numbers found in Thryffy s database, unless otherwise agreed between Thryffy and the Advertiser. Thryffy shall be under no obligation to provide the Advertiser with such email addresses or mobile numbers and other details of persons and/or companies which the Ads are sent to.

3.9

Where the Ads disseminated by Thryffy through EDMs or mobile direct mailers are to be sent to email addresses or mobile numbers (“Client Data”) provided by the Advertiser, the parties agree that: (a) Thryffy Processes the Client Data as a data intermediary, and will delete or remove the means by which the personal data comprised in the Client Data can be associated with particular individuals as soon as it reasonably considers that: (aa) the purpose for which that personal data was collected is no longer being served by retention of the personal data; and (bb) retention is no longer necessary for legal and business purposes; (b) nothing herein shall require Thryffy to perform any of its obligations in a manner which exceeds the requirements of the PDPA; (c) the Advertiser has obtained relevant data subjects’ consent, as required by applicable law, to send or have Thryffy send the Ads; and (d) the provisions of section 11 apply.

4.

USE OF THRYFFY PROPERTIES AND NETWORK PROPERTIES

4.1

The Advertiser acknowledges and agrees that from time to time the Thryffy Properties and/or Network Properties may be subject to limitations, delays, be inaccessible, unavailable or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Thryffy may undertake from time to time; or (c) causes beyond the control of Thryffy or which are not reasonably foreseeable by Thryffy including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of the Network Properties, Internet congestion or other failures. Furthermore, the Advertiser acknowledges that Thryffy has no obligation to support or maintain the Thryffy Properties.

4.2

The Advertiser understands that Thryffy shall not monitor all publisher sites for appropriate content and makes no representations with respect to content associated with any Network Properties. If the Advertiser reasonably determines that the placement of any Ad by Thryffy or its respective publishers harms the goodwill or reputation of Advertiser, Thryffy shall remove, or notify the relevant publisher to remove the Ads within three (3) business days following Advertiser’s written notice thereof to Thryffy.

5.

SERVICES FEES

5.1

Thryffy shall invoice the Advertiser and the Advertiser shall pay Thryffy the Fees set out on the applicable IO on such dates and by such means as shall be specified by Thryffy or in such other manner as may be agreed between the parties in writing. Pre-payment of all Fees shall be required unless Thryffy otherwise agrees in writing. All amounts payable by the Advertiser under this Agreement are exclusive of any goods and services tax and any other applicable taxes chargeable for the time being, which shall be borne and paid for by the Advertiser. All payments to Thryffy by the Advertiser shall be made without set-off, counterclaim or deduction of any kind.

 5.2

In the event that the Advertiser fails to make such payments due to Thryffy in accordance with this section 5, then, without limiting Thryffy’s remedies under section 7 (Term, Re-scheduling, Cancellation and Termination), the Advertiser shall pay interest on the overdue amount at the rate of 2% per month, or, if lower, the maximum rate allowed by applicable law. The Advertiser shall pay the interest together with the overdue Fees and Advertiser shall pay any legal fees and collection costs incurred by Thryffy in collecting any past due amounts from the Advertiser. Notwithstanding anything to the contrary, if any sum due remains unpaid after the expiry of the period provided in section 5.1 for payment thereof or this Agreement is terminated for any reason, all sums stated to be due to Thryffy from the Advertiser in any invoice (whether issued before or after the expiry of that period or termination) shall become immediately due and payable by the Advertiser as from the date of such invoice or upon termination, whichever is earlier.

5.3

Thryffy reserves the right to charge any and all costs incurred by Thryffy in connection with a Creative Service Campaign or where the Advertiser terminates the applicable IO, even when such costs were not separately listed on such IO. Thryffy will be solely responsible for determining any Fees and the sole arbiter in determining the number of impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed unless otherwise indicated in the applicable IO. Invoicing shall not be deemed final until invoices are received by the Advertiser. Any figures provided prior to the receipt of the final invoice otherwise are tentative and subject to adjustment.

5.4

The Advertiser undertakes to verify the entries and amounts stated in each invoice received from Thryffy and to notify Thryffy in writing within thirty (30) days from the receipt thereof of all discrepancies, inaccuracies, errors and omissions with respect to any entry or amount therein. Each such invoice shall constitute conclusive evidence as against the Advertiser without further proof that all the entries and amounts stated therein to be due to are true, correct and accurate except to the extent of the discrepancies, inaccuracies, errors and omissions so notified to Thryffy within the said period of thirty (30) days.

In the event that the Advertiser has already given its approval to the final proof(s) of all Advertising Materials but wishes to make any amendment, Thryffy reserves the right to charge additional fees for the execution of any extra work. For the avoidance of doubt, Thryffy shall notify the Advertiser of such additional fees and only carry out such additional changes upon approval of the Advertiser. Thryffy shall invoice the Advertiser for such additional fees and the Advertiser shall pay Thryffy as set out on the applicable IO on such dates and by such means as specified by Thryffy or in such other manner as may be agreed between the parties in writing.

The Advertiser acknowledges that Campaigns are non-refundable unless otherwise stated. Thryffy may, but is not obliged to, provide a refund and in the event Thryffy approves a request for a refund, the Advertiser will still be charged for any work already done prior to such request.

5.5

All withholding tax and other taxes, charges and levies of a similar nature imposed under any applicable laws, regulations, orders, guidelines or direction of any competent authority arising from the payment of Fees, charges and interests by the Advertiser shall be borne and settled with the relevant authority on a timely basis by the Advertiser. The Advertiser undertakes to be primarily responsible for the timely filing of all tax returns and accompanying documents (including, without limitation, any certificate of residence) with the relevant authority as required by any applicable laws, regulations, orders, guidelines or directions of any competent authority.

5.6

The Advertiser shall indemnify and hold harmless Thryffy from and against all taxes, charges, levies, fines, penalties, costs, expenses, fees, losses and liabilities incurred by Thryffy, its directors, employees or any of its subsidiaries caused by or arising from the non-compliance or breach by Advertiser of the laws, regulations, orders, guidelines or directions in section 5.5.

6.

USE OF THRYFFY DATA

6.1

The Advertiser acknowledges that, in the course of Thryffy providing the Services and/or the Advertiser using Thryffy Properties, it may have access to information that is confidential to Thryffy such as Personal Data about End Users (“Thryffy Data”). The Advertiser agrees to use Thryffy Data solely in connection with this Agreement and to treat all Thryffy Data as Confidential Information (as defined below).

6.2

Thryffy may use and disclose data derived from the Advertiser’s use of the Services and/or Thryffy Properties (a) as part of Thryffy s business operations, on an aggregate basis (absent the Advertiser’s prior consent) such that any use or disclosure does not permit a third party to associate any particular data with the Advertiser; and (b) if required by court order, law, or governmental agency.  In addition, Thryffy may use Thryffy Data to operate, manage, maintain, and improve Thryffy Properties.  

7.

TERM, RE-SCHEDULING, CANCELLATION AND TERMINATION

7.1

Unless otherwise provided on the IO as cancelable, the Advertiser may not cancel the entire IO, or any portion thereof. In the event that the Advertiser requests that the IO be cancelled, the full Fees shall nonetheless be payable.

7.2

Unless otherwise provided on the IO, the Advertiser may re-schedule the commencement of any Campaign once, Provided That: (a) written notice thereof is given to Thryffy not less than fourteen (14) business days before the original scheduled date; (b) the re-schedule date shall not extend beyond thirty (30) business days from the original scheduled date; and (c) the re-scheduled date shall be agreed upon by Thryffy In the event the Advertiser is unable to meet one or any of the conditions above, Thryffy may, but is not obliged to, accede to the re-scheduling request, subject to such other terms and conditions which Thryffy may impose.

7.3

Unless terminated earlier or extended in accordance with this section 7, this Agreement shall begin on the Effective Date and continue for the term set out in the IO.

7.4

Thryffy may suspend and/or terminate this Agreement with immediate effect: (a) if the Advertiser fails to pay to Thryffy the Fees invoiced within the thirty (30) day period as set out in section 5.1; or (b) upon Thryffy’s reasonable belief that the Advertiser has breached any of its representations, warranties or covenants in section 9.

7.5

Either Party may terminate this Agreement with immediate effect: (a) in the event of a material breach of this Agreement, which if capable of remedy has not been so remedied within thirty (30) days from the date of receipt of written notice from the non-defaulting party to remedy the breach; such termination shall become effective at the end of the said 30-day period unless the breach shall have been remedied within the said 30-day period; or (b) either party is insolvent or is unable to pay its debts as they fall due, or a moratorium is agreed or declared in respect of the indebtedness of such party; (c) any encumbrancer taking possession of or a receiver or trustee being appointed over the whole or any part of the undertaking, property or assets of either party; (d) any step, application or petition or other procedure is made for either party (i) to be placed under judicial management, (ii) with a view to the bankruptcy, liquidation, winding-up or liquidation of the defaulting party, or (iii) for the appointment of a liquidator (including a provisional liquidator), receiver, manager, trustee, administrator, agent or similar officer of the defaulting party or over any part of the assets of the defaulting party; or (e) it is or becomes unlawful for either party to comply with any one or more of its obligations under this Agreement.

7.6

Thryffy may terminate this Agreement with immediate effect upon Thryffy s notice to the Advertiser of Thryffy s reasonable determination that the Advertiser is likely cause injury to Thryffy or otherwise reflect unfavorably on the reputation of Thryffy If this Agreement is terminated by Thryffy due to the Advertiser’s breach, the Advertiser is required to pay Thryffy all Fees due and payable under this Agreement and any applicable IOs shall become immediately due and payable by the Partner as from the date of such Invoice or upon termination, whichever is earlier.

7.7

In the event of termination (howsoever arising):

(a) all payments due by either party to the other party, till the date of termination shall be immediately paid by each party on or prior to the date of termination;

(b) the Partner will remain liable to Company for amounts due for any Creative Ads provided to Partner or completed by Company or its third-party vendor prior to the effective date of termination; and 

(c) To the extent payments remain, payment obligations shall survive termination of the Agreement or an IO.

7.8

Sections 1, 3.3, 3.4, 5 to 14 shall survive termination or expiration of this Agreement for any reason 

8.

INTELLECTUAL PROPERTY

8.1

In the event of a Creative Service Campaign, any and all work, product, ideas, plans, slogans and any other material (whether in part or in whole) which forms part of or all of the Advertising Material, created by Thryffy (“Thryffy Materials”) shall remain the property of Thryffy The Advertiser agrees that any and all intellectual property rights in the Thryffy Materials shall remain the property of Thryffy and that nothing in this Agreement constitutes a transfer of any intellectual property rights in the Thryffy Materials, except as provided in this Agreement or as agreed upon in writing between the parties. For the avoidance of doubt, any pitch materials prepared by Thryffy for the Advertiser and/or any Thryffy Material which was not accepted or approved by the Advertiser will remain Thryffy property, regardless of whether or not the embodiment of such creative work is in the Advertiser’s possession in any form.

8.2

Thryffy grants the Advertiser, a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Thryffy Materials in connection with its obligations hereunder. The Advertiser acknowledges and agrees that the use of the Thryffy Materials does not grant the Advertiser a license, or act as a right of use, any of the intellectual property in the Thryffy Materials, whether registered or unregistered, except as provided in this Agreement or as agreed upon in writing between the parties.

8.3

The Advertiser further agrees that it shall not breach any intellectual property rights owned by Thryffy by, including but not limited to: (a) altering or modifying any of the Thryffy Materials; (b) creating derivative works from the Thryffy Materials; (c) using our Thryffy Materials for any commercial purpose; or (d) financially benefiting from the use of Thryffy Materials by using any Thryffy Materials to provide similar Services to a third party.

8.4

The Advertiser grants Thryffy, its Representatives and/or its Third-Party Ad Servers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Advertising Materials in connection with its obligations hereunder.

8.5

Save as expressly set out in this Agreement and/or with the prior written approval of Thryffy nothing in this Agreement shall give the Advertiser a right to use any of Thryffy s trademarks, brand names, service marks, logos, domain names and any other distinctive brand features. The Advertiser shall not use any of Thryffy s trademarks, brand names, service marks, logos, domain names in a way that is likely or intended to cause confusion about the owner or authorised user of such trademarks, brand names, service marks, logos, domain names.

8.6

The Advertiser acknowledges and agrees that Thryffy may use any of the Advertiser’s trademarks, brand names, service marks, logos, domain names and/or a general description of any services provided to the Advertiser together with a general description of the Advertisers business (including the period after the termination or expiry of this Agreement) for any Creative Service Campaign and/or for Thryffy’s marketing and promotional materials, including identifying the Advertiser as a customer of Thryffy

9.

REPRESENTATION, WARRANTIES AND COVENANTS

9.1

Each party hereto represents, warrants and undertakes to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions.

9.2

The Advertiser represents, warrants and undertakes to Thryffy that: (a) the Advertiser has and will have any and all necessary rights and consents to allow Thryffy to publish the Ads on Thryffy Properties and/or Network Properties; (b) no Advertising Material provided to Thryffy by the Advertiser and/or its Representatives will: (i) infringe any third party’s intellectual property rights; or (ii) breach any duty toward, or rights of, any third party, including rights of privacy and towards any Personal Data; or (iii) be false, misleading, unethical, defamatory, libelous, or threatening unlawful, harmful, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable; and (c) the Advertiser’s actions under this Agreement will comply with all applicable laws (including that Advertiser’s collection, use and storage of data shall comply with all applicable privacy laws). If the Advertiser is an agency, it represents and warrants that it has the authority to bind its own client to the applicable IO, and the Advertiser and such client remain jointly and severally liable for all obligations under the IO.

9.3

Save as expressly set out in this Agreement, all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent permitted under the law by Thryffy The Advertiser acknowledges and agrees that the Services are provided on an “as is” and “as available” basis, and that your use of or reliance upon the Services and any content, products or services accessed or obtained thereby is at your sole risk and secretion.

9.4

For the avoidance of doubt, no advice or information, whether oral or written, obtained by the Advertiser and/or its Representatives from Thryffy or from the Services shall create any representation, warranty or guarantee.

10.

LIMITATION OF LIABILITY

10.1

UNDER NO CIRCUMSTANCES SHALL THRYFFY, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS AND/OR ITS REPRESENTATIVES BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OTHER THEORIES OR LIABILITY, INCLUDING STRICT LIABILITY OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) LOSS OF PROFITS; (B) LOSS OF SALES OR BUSINESS; (C) LOSS OF AGREEMENTS OR CONTRACTS; (D) LOSS OF ANTICIPATED SAVINGS; (E) LOSS OF OR DAMAGE TO GOODWILL; (F) LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION; AND (G) ANY INDIRECT OR CONSEQUENTIAL LOSS AND WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THRYFFY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2

Subject to section 10.3 below and to the extent liability cannot by law be waived or excluded, the total cumulative liability of Thryffy under this Agreement shall in no event exceed the sums actually paid to Thryffy by the Advertiser, under this Agreement, during the one (1) year period prior to the date the liability first arose. The Advertiser agrees that regardless of any applicable statue or law to the contrary, any claims or cause of action arising out of or related to this Agreement shall be filed within one (1) year after such claim or cause of action.

10.3

Nothing in this Agreement shall apply to or in any way limit or exclude Thryffy liability for: (a) death or personal injury caused by its negligence; (b) dishonesty, deceit or fraudulent misrepresentation; or (c) liability which may not otherwise be limited or excluded under any applicable laws and regulations.

11.

DATA PROTECTION

11.1

To the extent that collection, use, processing or disclosure of any Personal Data by the receiving party is permitted under this Agreement, the receiving party shall collect, use, process and/or disclose Personal Data in full compliance with the PDPA and the provisions of this Agreement, and in a manner that does not cause either party to be in breach of its obligations under the PDPA.

11.2

The Advertiser shall: (i) procure that each applicable client or person consents to the collection, storage, use, Processing or disclosure of their Personal Data by the Thryffy for any purpose in relation to the subject matter of this Agreement; (ii) shall ensure the accuracy, authenticity and integrity of such Personal Data, and agrees and undertakes to Thryffy as follows (at the Advertiser’s own cost and expense): (a) that the Advertiser shall have complied with all applicable data protection and privacy laws and regulations (including amendments thereto) in connection with any Personal Data; and (b) that the Advertiser shall have done all things necessary (including without limitation providing all relevant notifications and obtaining all necessary consents of data subjects) to ensure that the collection, use, disclosure and/or other Processing of the Personal Data by Thryffy and its service providers shall not be in contravention with any such laws and regulations.

11.3

The Advertiser agrees that where the Processing of any Personal Data is carried out by Thryffy and its service providers on the Advertiser’s/Agency’s behalf, Thryffy and its service providers are data intermediaries.

11.4

Any Personal Data which is collected, used, disclosed and/or Processed by the Thryffy Technologies in connection with this Agreement will be collected, used, disclosed and/or Processed in accordance with Thryffy’s Privacy Policy Privacy-Policy. In addition to the purposes identified in Thryffy Privacy Policy, Thryffy may collect, use and disclose Personal Data for the following purposes: (a) verifying and Processing the Advertiser’s personal particulars and payments made for the posting of the Ads; (b) communicating with the Advertiser with regards to changes and development to policies, terms and conditions and other administrative information, including for the purposes of servicing the Advertiser in relation to Services provided or to be provided under this Agreement; and (c) complying with any order of court or directive from authorities investigating any alleged offence, misdeeds and/or abuse or for the purposes of taking legal action against any Advertiser.

12.

INDEMNIFICATION

The Advertiser shall indemnify, defend and hold harmless Thryffy, its subsidiaries, Affiliates and/or Representatives and their respective successors, heirs and assigns (collectively, the “Thryffy Parties”) against any liability, damage, loss or expense (including reasonable legal fees) (collectively, “Losses”) incurred by or imposed upon the Thryffy Parties or any one of them in connection with any third-party claim, suit, action, demand or judgment (“Claims”) arising from or in connection with: (a) a breach by Advertiser of sections 9 and/or 11; (b) any intellectual property right infringement in respect of any Advertising Material provided to Thryffyby the Advertiser; (c) the Advertiser’s use of the Sites other than as permitted herein; provided, however, that in any such case Thryffy will: (i) provide the Advertiser with notice of any such claim within fourteen (14) working days of Thryffybeing made aware of the claim; (ii) permit the Advertiser to assume and control the defense of such action upon the Advertiser’s written notice to Thryffy of Advertiser’s intention to indemnify; and (iii) upon the Advertiser’s written request, and at no expense to any ThryffyParties, provide to Advertiser all available information and assistance reasonably necessary for the Advertiser to defend such claim. The Advertiser will not enter into any settlement or compromise of any such claim, without Thryffy prior written consent, which will not unreasonably be withheld or delayed. Thryffy shall have the right to participate in the defense with counsel of its choice at its own expense.

13.

CONFIDENTIAL INFORMATION

13.1 

During the term of this Agreement, each party will regard any information provided to it, whether orally, visually or in writing, by the other party and designated as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include any information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature. The receiving party shall keep the disclosing party’s Confidential Information confidential and shall: (a) hold and keep in confidence any and all such Confidential Information and not disclose the Confidential Information or any part thereof to any third party except to its Representatives whose duties require them to possess or consider the Confidential Information and strictly on a “need to know” basis only; and who shall prior to such disclosure agree to keep such information confidential and be bound by this Agreement; and (b) use and/or reproduce such Confidential Information, in whole or in part, only to the extent necessary for the performance of its obligation under this Agreement. The receiving party acknowledges and agrees that it shall be responsible for any breach of the obligations of this Agreement, any act or omission or any violation of the terms of this Agreement by any of its Representatives and shall take all reasonable measures (including but not limited to court proceedings) to restrain such Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. The parties expressly agree that the terms and pricing of this Agreement and any pitch materials prepared by Thryffy are the Confidential Information of Thryffy. The receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights. The provisions of this section 13.1 will continue for a period of three (3) years after termination or expiration of this Agreement.

 13.2

Information will not be deemed Confidential Information hereunder if such information: (a) was generally available to the public or enters the public domain through no improper action or inaction by the receiving party or by anyone to whom the receiving party lawfully disclosed the Confidential Information; (b) was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party; or was available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or is otherwise prohibited from disclosing the confidential information to the receiving party; (c) was independently developed by the receiving party whether on its own or jointly with a third party or third parties who have had no access to or knowledge of the said Confidential Information; (d) is independently developed by the receiving party; (d) was approved for release or use by written authorisation of the disclosing party or; (e) is required to be disclosed by any law, judicial order or decision or regulation or rule of any governmental or regulatory authority. In the event that the receiving party or any of its Representatives is obligated or requested to disclose any Confidential Information following provisions of section 13.2(e), the receiving party shall promptly inform the disclosing party so that the disclosing party is given the opportunity to object to such disclosure. Should any such objection by the disclosing party be unsuccessful or should the disclosing party decide not to object to any such disclosure, the receiving party or its Representative so obligated or requested to disclose the Confidential Information may disclose only such Confidential Information to the extent required by the relevant court order or governmental or regulatory authority. For the avoidance of doubt, any disclosure of Confidential Information in accordance with section 13.2(e) shall not be deemed to eliminate the status of such information as Confidential Information with regards to other disclosure or use thereof.

14.

MISCELLANEOUS

 14.1

Any failure or delay by either party in the performance of its obligations pursuant to this Agreement (save for Fees payable under this Agreement), to the extent due to any failure or delay caused by fire, flood, earthquake or similar elements of nature, or acts of war, terrorism, riots, civil disorders, rebellions or revolutions, acts of governmental authorities or other similar events beyond the reasonable control of the affected party which affects the general public in the affected party’s city or country and frustrates the affected party’s performance of this Agreement (each such event a “Force Majeure Event”), is not a default under this Agreement or a ground for termination hereunder, except as provided in this section 14.1. Upon the occurrence of a Force Majeure Event, the affected Party shall be excused from any further performance of its obligations pursuant to this Agreement affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use all commercially reasonable efforts to recommence performance without delay, including workarounds. The party delayed by a Force Majeure Event shall promptly notify the other party of the occurrence of a Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. In the event of a Force Majeure Event and, part delivery of the Services have been made by Thryffy, the outstanding Services shall not be treated as cancelled and the time for delivery shall be extended accordingly, unless the parties otherwise agree to a partial termination. If Thryffy fails to provide the Services in accordance with this Agreement due to the occurrence of a Force Majeure Event, the Fees shall be adjusted in a manner such that the Advertiser is not responsible for the payment of any Fees (or other charges) for Services that Thryffy fails to provide.

14.2

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.3

Thryffy and the Advertiser are independent contractors, and nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or relationship of agency, employer and employee between the parties.

14.4

No amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each party. In the event that any clause or part of a clause in this Agreement shall for any reason, be determined by a court or arbitral tribunal to be invalid or unenforceable then the remaining clauses and remaining parts of the clauses shall not be affected, impaired, or invalidated, and shall remain in full force and effect and shall continue to be binding upon the parties.

14.5

No waiver by a party of a failure by the other party to perform any provision of this Agreement shall operate or be construed as a waiver in respect of any other failure (whether of a like or different character). No waiver of any term of this Agreement shall be valid unless it is in writing and executed by each of the parties (or their authorised representatives).

14.6

A person who is not a party to this Agreement shall have no right to enforce any of its terms.

14.7

Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party product in executing this Agreement.

14.8

Any communication required by this Agreement must be given in writing and shall be delivered by hand or sent by prepaid registered post or by email and shall be deemed delivered if: (a) delivered by hand, at the time of delivery; (b) if sent by registered post, on the second business day after posting; and (c) if sent by email, when actually received in readable form, in each case addressed to the receiving party at its address set forth on the applicable IO. Either party may change its address by giving written notice of such change to the other party.

14.9

This Agreement shall be governed and construed in accordance with the laws of Malaysia and both parties submit to the exclusive jurisdiction of the Malaysian courts in relation to any disputes arising out of or in connection with this Agreement or its subject matter.

 

Thryffy Refund Policy

When you buy using the Buy now button, i.e. you pay through Thryffy.

In such a case, you can receive a refund if your order:

  • Is significantly not as described, or
  • Is cancelled by Thryffy, or
  • Item is damaged in transit or
  • Is cancelled by your seller due to inactivity after 72 hours after the order has been put.

If an item you bought is simply not your style or doesn’t fit you, unfortunately, you cannot claim a refund. But, you can upload the item to your own Vinted wardrobe and sell it there.  

Time frame to submit your claim 

If you cancel your order, or it was cancelled either by your seller or by Thryffy, you’ll be refunded.

Otherwise, to claim a refund, you should press the I have an issue button within 24 hours after the item has been delivered.

If you consider that you received an item which is significantly not as described and you’ve pressed the I have an issue button within 24 hours, we’ll keep your payment on hold until the dispute has been resolved.

If you agreed that you (the buyer) would finally keep the item, press the button “Issue resolved” in your open ticket and the payment will be released to them. 

Please note: Your order will be completed and the payment will be automatically released to the seller if you miss the above-mentioned deadlines or if you hit the Everything’s Great button within 24 hours of the item’s delivery (even if the 24 hours haven’t passed at the time you pressed the button). 

Return fees

Buyers cover the cost of the return postage.

Returning an item

  1. The seller will first provide the shipping cost.
  2. Once Thryffy has received the payment, Thryffy will notify the Buyer to ship the returned item.
  3. The Buyer has 72 hours to ship the returned item.
  4. Once the Buyer has provided proof of return through the tracking number to Thryffy, the refund will be initiated back to the Buyer between 3-5 Days.

Important note: If you miss the 72 hour shipping deadline to return the item, your order will be completed, and the seller will receive the money. 

You will receive your refund as follows:

  • If you paid by credit card, you’ll receive your refund within 7 working days.
  • It may take up to 15 working days for the refund to appear in your bank account, depending on your bank.

Thryffy’s Counterfeit Policy

Thryffy’s respects the intellectual property rights of others. The sale of fake products, replicas or counterfeits and the creation of any content that violates any intellectual property rights is illegal and prohibited on Thryffy’s mobile application (collectively, the “Platform”). 

Counterfeit goods will be taken down and the accounts selling counterfeit goods will be subject to a range of enforcement actions, including restrictions and permanent suspensions to the accounts. It is each seller’s responsibility to list and sell only authentic products. If you suspect a product’s authenticity, report it.

Together we can:

  1. create a safe Platform where Thryffers are protected from purchasing counterfeits or unauthorised goods; and
  2. protect rights holders from copyright or trademark infringements.

What is considered to be a fake, replica or a counterfeit good?

Replicas or counterfeit goods are fake items deliberately made to look genuine or intended to be taken as authentic. These can include items such as clothes, bags, watches, perfume, cosmetics, unauthorised copies of software and any other electronic items and can also include any listing with a false or misleading description of what the item truly is. 

Can I avoid infringement by stating clearly on my listing that the product is a replica or imitation/not authentic?

No. Simply disclosing that your product is not genuine does not absolve you from intellectual property infringement or offences relating to counterfeiting. 

Why should I avoid buying counterfeit goods?  

There are many potential risks involved with buying fake goods: 

  • You could be breaking the law;
  • Your safety could be at risk; 

Fake goods can often be of bad quality and unsafe. For example: Counterfeit electrical goods are not put through the same vigorous safety checks as the legitimate ones and are often very dangerous. 

  • You could be funding an organised crime; 

Proceeds from selling counterfeit goods could be used to fund other types of serious organised crime. 

  • You could be affecting genuine businesses. 

Buying counterfeit goods affects legitimate businesses as counterfeit sales drive the profits away from genuine manufacturers.