Terms and Conditions

Terms of Use

These terms and conditions ("Agreement") govern your access to and use of the website, mobile application and Internet-based services (collectively referred to as "Platform") operated by EIAI Sdn. Bhd. (Company No.: 202201017350 (1463047U)) ("we", "us", "our"). Please read this Agreement carefully. By accessing and/or using the Platform, you agree that you have read, understood and accepted this Agreement including any additional terms and conditions and any policies referenced herein, available on the Platform or available by hyperlink. If you do not agree with this Agreement, please do not use the Platform.

1. What We Do

Through the Platform, we link you to the merchants ("Merchants") for you to order a variety of excess, off-seasons, imperfect and near-expiry products ("Products") to be delivered to you. When you place an order for the Products from the Merchants ("Order"), we act as a conduit to assist you and the Merchant facilitate, process and conclude the Order and subsequently for the Merchant to deliver your Order to you. You are purchasing the Products from the Merchants and not from us.

2. Use of Platform

1. You may use the Platform only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable laws.

2. You may create, access and/or use only one (1) user account on the Platform ("Account"), unless expressly permitted by us.

3. When you create an Account, you must provide us with current, complete and accurate information, and you agree to update your information so that it is true, accurate, current and complete at all times. We shall have no liability to you (or any third parties) arising from or in connection with your failure to maintain and update your information, including but not limited to, any claims, losses or damages from your failure to receive information about the content and/or the Platform.

4. You are responsible for maintaining control over access to your Account (including confidentiality of your password). You are also responsible for any and all activities that occur under your Account, whether authorised by you or not, and you must notify us immediately of any suspected, threatened or actual unauthorised use of your Account or any other breach of security. We shall have no liability for any claims, losses or damages arising as a result of someone else using your password or Account, either with or without your knowledge. However, you could be held liable for losses incurred by us or a third party due to your conduct or someone else using your Account or password.

5. In cases where you have authorised or registered another individual, including a minor (i.e. individuals under the age of 18), to use your account on the Platform, you are fully responsible for:

1. the online conduct of such user;
2. controlling the user's access to and use of the Platform; and
3. the consequences of any misuse.

We require that the parents, legal guardian, or other authorised adult or educational institution of a minor affirmatively consent to the use of the Platform by such minor. We reserve the right to provide access to the minor's account to the minor's parents, legal guardian or other authorised adult or educational institution, upon such adult's request. For additional information on how we use your information, please see our Privacy Policy.

6. You are solely responsible for your interactions with other users of the Platform. We reserve the right, but have no obligation, to monitor disputes between you and other users. We shall have no liability for your interactions with other users, nor for any user's acts or omissions.  

3. Licence to Use the Platform

7. Subject to this Agreement and any agreements entered into by you relating to the Platform, we grant you a personal, worldwide, royalty-free, non-exclusive, non-assignable, and revocable licence solely for the intended use of the Platform to access the content on the Platform.

8. If we lose the right to offer the content on the Platform, discontinue or close the Platform, or otherwise unable to offer the content, your access to the content will terminate immediately without compensation to you.

9. At our sole discretion and using commercially reasonable practices, we may provide the content in another media format.

10. At our sole discretion, we may update you to a more recent version of any content, if necessary, to maintain access. The previous version(s) of such content may not be available after the said update.

11. You are not allowed to or as permitted by applicable laws:

1. copy all or part of the content onto a memory storage facility of any computer other than your own computer;
2. use, sell, license or distribute the content to third parties as a component of or as a basis for any material offered for use, sale, licence or distribution;
3. copy, modify, alter, disassemble, de-compile, translate or convert into human readable form or reverse engineer all or any part of the content;
4. remove, alter, circumvent or tamper with any trade marks, copyright notices, copyright protection devices, disclaimers or other legal notices; or
5. in any other way reproduce, copy, download, print, scrape, store, publish, transmit, re-transmit, transfer, communicate, distribute, disseminate, broadcast, circulate, sell, resell or other otherwise use the content or any portion of the content in any form or by any means.

4. Orders

12. When you place an Order on the Platform, we will confirm your order by sending you a confirmation containing the Order receipt. Where applicable, Orders will include delivery fees and any applicable tax (e.g. sales and services tax ("SST")). 

13. Please note that your Order may be subject to additional terms and conditions provided by the Merchant.  

14. Prior to Placing the Order

1. You are required to provide the delivery address in order for the Platform to display the Merchants available in your delivery area.

2. Once you select a Merchant, you will be taken to that Merchant's menu page for you to select and add your Products to the cart. 

15. Placing the Order

To complete an Order, please follow the onscreen instructions. You may be required to provide additional details for us to complete your Order. You are required to review and confirm that all the information you provide, including the Products, amounts, delivery details, personal details, payment information, and voucher codes (if applicable) is true, accurate and complete before you place the Order. An Order is successfully placed when you receive a confirmation containing your Order receipt from us.

16. Cancelling an Order

All orders once made, cannot be cancelled and are not refundable through the Platform unless it is provided for in our Returns and Refund Policy.

5. Delivery

17. All Orders are fulfilled by the Merchants and third-party delivery service providers. We shall not be liable for Orders that encounter delivery issues due to incomplete, incorrect or missing information provided by you. You are obliged to provide information that is complete, accurate and truthful for the proper processing of the Order, including your delivery address and contact information.
18. A Product is deemed delivered to you once we received confirmation from the Merchant and/or the third-party delivery service provider that the Order had been delivered to you. You are deemed to have accepted and received the Product if we do not hear from you within three (3) business days (of the Federal Territory of Kuala Lumpur) from the date of such notification.

6. Guidelines of Platform

19. The use of the Platform is subject to our guidelines. The following is a non-exhaustive list of the types of conduct that are illegal or prohibited on the Platform. You shall not use, allow, or enable others to use the Platform, or knowingly condone use of the Platform by others, in any manner that is, attempts to, or is likely to, involve the following prohibited activities:-

1. use any proxy Internet Protocol addresses (IPs) in order to attempt to hide the use of multiple accounts, disrupt any of our services or to avoid being detected;  
2. post content that is unlawful, libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
3. post or deliver any expressions that lead to discrimination by race, national origin, creed, sex, social status, family origin, etc., or any expressions that induce or encourage suicide, self-injury behavior, or drug abuse;
4. affect us adversely or reflect negatively on us, the Platform, our goodwill, name or reputation or cause duress, distress or discomfort to us or any person, or discourage any person from using all or any portion, feature or function of the Platform, or from advertising, linking or becoming a supplier to us in connection with the Platform;
5. send or result in the transmission of junk emails, chain letters, duplicative or unsolicited messages, or so-called "spamming" and "phishing";
6. transmit, distribute or upload programs or materials that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
7. violate any laws, regulations, judicial or governmental orders, treaties, or violate or infringe upon any Intellectual Property Rights (defined below), rights of publicity or privacy, or any other rights of ours or of any other person;
8. gain unauthorised access to the Platform, other users' name, account, password, personally identifiable information or other computers, websites or pages, connected or linked to the Platform, or to use the Platform in any manner which violates or is inconsistent with this Agreement;
9. modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Platform, or the rights or use and enjoyment of the Platform by any other person;
10. collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by, or concerning any other person, in connection with their or your use of the Platform, unless you have obtained the express, prior permission of such other person to do so;
11. stalk or otherwise harass another person;
12. interfere with other users' posts;
13. circumvent or manipulate our fee structure, the billing process, or fees owed to us;
14. post or provide false, inaccurate, misleading, incomplete, defamatory or libelous content, or any fake news or information or any materials without proof or evidence;
15. copy, modify, or distribute (i) content from any websites; or (ii) any of our copyright or trade marks;
16. harvest or otherwise collect information about users without their consent;
17. forge headers, icons or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Platform; or
18. upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements).

20. We reserve the right but is not obligated to do any or all of the following:-

1. investigate and take appropriate legal action against any person who, in our sole discretion, engages in any of the prohibited activities;
2. investigate an allegation that any content posted on the Platform does not conform to this Agreement and determine in its sole discretion to remove or request the removal of the content;
3. remove content which is abusive, illegal, or disruptive, or that otherwise fails to conform with this Agreement;
4. restrict, suspend or terminate a user's access to all or any part of the Platform upon any breach of this Agreement for any or no reason, with or without prior notice, and without liability;
5. monitor, edit or disclose any content on the Platform; and
6. reject, edit or refuse to post any content posted on the Platform, whether or not the content is expressly prohibited by this Agreement.

21. You agree to adhere to our guidelines and if you fail to do so, we reserve our right to suspend or terminate your access to the Platform. We also reserve our rights to introduce, change or amend our guidelines from time to time.

22. We reserve the right, at any time, to:

1. modify the Platform, or any part of it;
2. stop providing any features of the Platform, to you or to users generally;
3. modify or discontinue the offering of any content;
4. create usage limits for the Platform.

7. Data Privacy

When you use the Platform, we will collect, store and use certain information about you as described in the Privacy Policy. If you do not agree to such provisions, please do not use the Platform.

8. Confidentiality

23. You will not disclose, misuse or use the Confidential Information.

24. "Confidential Information" means any information disclosed or made available to you by us, directly or indirectly, whether in writing, orally or visually. It includes, but is not limited to, all information contained within our reporting systems and other performance metrics, any other technical or programming information, and personal data about third parties we disclose or make available to you.

25. However, Confidential Information does not include information other than information that:-

1. is or becomes publicly known and generally available other than through your action or inaction; or
2. was already in your possession (as documented by written records) without confidentiality restrictions before you received it from us.

26. You acknowledge, consent and agree that we may access, preserve and disclose your Account information and content if required to do so by law, or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:-

1. comply with the legal process;
2. enforce this Agreement;
3. respond to claims that any content violates the rights of third parties;
4. respond to your requests for customer service; or
5. protect our rights, property or personal safety, our users and the public.

9. Intellectual Property Rights

27. You acknowledge that we own all rights, titles and interests, including, without limitation, all Intellectual Property Rights (as defined below), in and to the Platform, and that you will not acquire any rights, titles, or interests in or to the Platform except as expressly set forth in this Agreement.

28. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of the services, software, or documentation, or create or attempt to create a substitute or similar service or product through access to or use of the Platform or proprietary information related thereto.

29. You will not remove, obscure, or alter our copyright notice, or other proprietary rights notices affixed to or contained in the Platform.

30. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trade mark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

10. Representations, Warranties and Limitation of Liabilities

31. Representations and Warranties

You acknowledge and agree that the content on the Platform are provided on an "as is" and "as available" basis, and that your use of or reliance upon the Platform and any content, goods, products or services accessed or obtained thereby is at your sole risk and discretion. While we make reasonable efforts to ensure the provision of the Platform and the services we offer, are available at all times, we do not warrant or represent that the Platform shall be provided in a manner which is secure, timely, uninterrupted, error-free, free of technical difficulties, defects or viruses. Please expect temporary interruptions of the Platform due to scheduled or regular system maintenance work, downtimes attributable to internet or electronic communications or events of force majeure.

32. Limitation of Liability

3. You expressly agree that we, our directors, officers, shareholders, employees, representatives, consultants, agents, subsidiaries, suppliers, and/or distributors will not be liable for any loss of profits, data or costs of procurement of substitute goods or services, or for any other indirect, special, incidental, punitive, consequential damages arising out of or in connection with this Agreement or other intangible losses, however caused, and under whatever cause of action or theory of liability brought, even if we have been advised of the possibility of such damages, resulting from:-

1. your access to or use of or inability to access or use the Platform;
2. any conduct or content of any third party on the Platform, including, without limitation, any defamatory, fraudulent, misleading, offensive or illegal conduct of other users or third parties;
3. any content obtained from the Platform; and
4. unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

4. If you are dissatisfied with any aspect of the Platform, or with any of the terms of this Agreement, your sole and exclusive remedy is to discontinue your access and/or use of the Platform. This limitation of liability shall apply to the maximum extent permitted by law.

5. You acknowledge that we may not be able to confirm the identity of other registered users or prevent them acting under false pretences or in a manner that infringes the rights of any person.

6. You must ensure that your access to the Platform and/or our services is not illegal or prohibited by laws that apply to you.

7. You must take your own precautions to ensure that the process that you employ for accessing the Platform and/or our services does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of the Platform or any linked websites.

33. Merchant's Representations

We shall neither be liable for actions or omissions of the Merchant nor you in regard to provision of the Products and the delivery of your Order. We do not assume any liability for the quantity, quality, condition or other representations of the Products and/or services provided by the Merchants or guarantee the accuracy or completeness of the information (including menu information, photo and images of the Products) displayed on the Merchant's listing/offering on the Platform. Nothing in this Agreement shall exclude the Merchant's liability for death or personal injury arising from the Merchant's gross negligence or wilful misconduct.

11. Merchant's Liability

The Merchants are responsible for the preparation, condition and quality of the Products. In cases of delivery, the Merchants and/or the third-party delivery service providers are responsible for the delivery of the Products. We shall not be liable for any loss or damage arising from your contractual relationship with the Merchant.

12. Suspension or Termination of Access to Platform

We may suspend or terminate your access to all or any part of the Platform at any time, with or without cause, effective immediately.

13. Effects of Termination

34. You may cancel your Account at any time by ceasing to access or use the Platform, or by otherwise following any instructions that we provide to you for cancelling your Account.

35. We may suspend or terminate your Account, or cease providing you with all or part of the Platform and/or the content at any time for any reason, including but not limited to, if we reasonably believe:

1. you have breached, or are acting in breach of, this Agreement;
2. you have infringed any laws or regulations or the rights of a third party, including infringing someone else's intellectual property rights, or if we reasonably believe that you have engaged, or are engaging in fraudulent or illegal activities;
3. you do not respond or complete any account verification requests; or  
4. our provision of the Platform and/or the content is no longer commercially viable.

36. In the event this Agreement terminates for whatever reason, the following shall be applicable:-

1. your access to the Platform shall immediately terminate;
2. you shall continue to comply with all of your obligations under this Agreement which are not affected by termination;
3. we reserve the right to permanently dispose and delete any data held in the Platform without further reference to you; and
4. any claim which either party may have against the other in respect of any breach or non-performance or repudiation of any provisions of this Agreement which shall have occurred prior to such termination shall not be affected or prejudiced.

14. Third-Party Interactions

The Platform may contain links to third-party websites and third-party content as a service to those interested in this information and by clicking on these links, you agree to do so at your own risk. We do not monitor or have any control over and make no claim or representation regarding third-party websites and content. We provide these links only as a convenience, and a link to a third-party website or content does not imply our endorsement, adoption or sponsorship of, or affiliation with such third-party website or content. We accept no liability or responsibility for any loss or damage which may be suffered by you in relation to your access and use of these third-party websites and content.

15. Force Majeure

We shall not be liable for any delay or failure to perform any obligations hereunder due to causes beyond our control, including but not limited to, war, riot, insurrection, civil commotion, terrorist activity, fire, industrial disputes of whatever nature, acts of nature, computer crimes, epidemics, acts or omissions of third party vendors or suppliers, equipment failures, public enemies of government, failure of telecommunications, system malfunctions, fire, or other casualty.

16. Severability and Waiver

37. Unless as otherwise stated in this Agreement, should any provision of this Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Agreement, and the application of that provision shall be enforced to the extent permitted by law.

38. Any failure by us or any third-party beneficiary to enforce this Agreement or any provision thereof shall not waive our or the applicable third party beneficiary's right to do so.

17. Entire Agreement

This Agreement comprises the entire agreement between you and us and supersedes any prior or contemporaneous negotiations or discussions.

18. Assignment

39. In our sole discretion, we may assign this Agreement, and any of our rights under this Agreement, in whole or in part, and we may delegate any of our obligations under this Agreement, upon notice to you.

40. You may not assign this Agreement, in whole or in part, nor transfer your rights under this Agreement, to any third party.

19. Indemnification

You agree to indemnify, defend and hold us, our directors, officers, shareholders, employees, representatives, consultants, agents, subsidiaries, affiliates and applicable third parties (e.g. syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including, but not limited to, damage awards, settlement amounts, and/or legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Services and/or your breach of any terms of this Agreement.

20. Amendments

41. We reserve the right to change the terms of this Agreement from time to time. We may change any or all aspects of services provided by the Platform at any time and without notice. Nothing in this Agreement will constrain how we operate our business. You shall be responsible for reviewing and becoming familiar with any such modifications.

42. If the alterations constitute a material change to our terms and conditions, we will notify you by posting a notification on the Platform. Use of the services by you following such notification constitutes your acceptance of the terms and conditions as modified.

43. What constitutes a "material change" will be determined at our sole discretion, in good faith and using common sense and reasonable judgment.

21. Dispute Resolution

This Agreement will be governed by the laws of Malaysia and parties agree that any dispute or claim between you and us will be adjudicated in the courts in Malaysia. Any claim against us arising from this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

22. Relationship of Parties

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

23. Contact Us

If you wish to contact us regarding any feedbacks, comments or questions you may have, please email us at info@secondlyf.com. 

Dated: 01 September 2022