Code of Conduct
Effective Date & Last Modified February 28, 2025.
Foqcus Sdn Bhd ("Foqcus", "we", "us" or "our"). is the legal owner of an online e-services platform known as SmartKood (“Site”) which provides and/or allows prospective merchants to sell, provide and supply various products and services through the Site.
The Code of Conduct (“Code”) is a set of guidelines and standards that Foqcus hold our independent merchant-partners (“Merchants”, “You”, “Your”) accountable to as part of our community. Abiding by the Code ensures that we protect our users and systems and that together we deliver the best experience to our consumers.
The Code shall be read in conjunction with the Terms of Service of the Site (“ToS”) as well as any applicable policies and guidelines.
The Code of Conduct (“Code”) is a set of guidelines and standards that Foqcus hold our independent merchant-partners (“Merchants”, “You”, “Your”) accountable to as part of our community. Abiding by the Code ensures that we protect our users and systems and that together we deliver the best experience to our consumers.
The Code shall be read in conjunction with the Terms of Service of the Site (“ToS”) as well as any applicable policies and guidelines.
1.
COMPLY WITH LAWS AND REGULATIONS
1.1.
Your government and local regulatory authorities require you to comply with all applicable
laws, rules and regulations, including, but not limited to, labour, health, safety and
environmental laws and regulations;
1.2.
As our merchant-partner, we require you to hold valid licenses to operate and other
permits as may be required by the relevant authorities. We ask you to update and/or
resubmit documents when registered documents are expired or revoked. We reserve the
right to request for updated information as and when required and to redress the matter if
you fail or refuse to do so;
1.2.
As our merchant-partner, we require you to hold valid licenses to operate and other
permits as may be required by the relevant authorities. We ask you to update and/or
resubmit documents when registered documents are expired or revoked. We reserve the
right to request for updated information as and when required and to redress the matter if
you fail or refuse to do so;
2.
MERCHANT’S OBLIGATIONS
2.1.
Your obligation as a merchant on the Site includes:
(a)
ensure that you hold and maintain all such necessary approvals or regulatory
consents, if any, including but not limited to certificates, permits and approvals
required in connection with and required for the provision of the products as offered
by you on the Site (“Products”);
(b)
not conduct any regulated activities or businesses in the name of the Foqcus and/or
the Site, unless it is permitted under the applicable laws and subject to obtaining
Foqcus’ prior written consent;
(c)
solely responsible for the accuracy, truthfulness and correctness of the information
provided by you to us;
(d)
solely responsible for the accuracy, truthfulness and correctness of the information
in relation to the Products offered on the Site;
(e)
solely responsible for any disputes, issues and/or problems arising and incidental to
the Products;
(f)
solely responsible to attend to any enquiries and complaints raised by the consumer
in relation to the Products;
(g)
as soon as reasonably practicable, install all updates made available to you as a
result of any upgrades to the Site;
(h)
ensure that you implement adequate business continuity procedures in accordance
with the standards and requirements of applicable laws;
(i)
undertake to procure your agents, employees, personnel and/or affiliates to agree
with and adhere to the terms of use of the Site including but not limited to the terms
and conditions, policies, guidelines, standard operating policies contained within the
Site;
(j)
not access or use or attempt to access or use the software of the Site in any way
that causes, or may cause damage to the usage or impairment of the availability or
accessibility to the Site;
(k)
not share, distribute or publish log in credentials unless it is required for the
management and maintenance of the Site;
(l)
promptly provide any and all information, documents and materials related to your
business as reasonably requested by Foqcus for verification purposes and/or any
other reasons Foqcus deems necessary
(m)
pursuant to subclause (k), ensure the accuracy, correctness and truthfulness of such
information, documents and materials;
(n)
comply with the policies, guidelines and instructions as given by Foqcus from time
to time; and
(o)
co-operate and collaborate with Foqcus to ensure your successful access and
utilising of the Site.
3.
INFORMATION ABOUT THE PRODUCTS AND CONTENT MATERIAL
3.1
It is your sole responsibility to ensure that the Products including the offer and subsequent
sale of any of the Products, comply with applicable laws (including all minimum age,
marking and labelling requirements, product warranties, specifications, drawings, samples
and performance criteria).
3.2
You accept and acknowledge that the Products intend to be listed by you shall not fall
within the prohibited list of items as stipulated in the schedule hereto.
3.3
Where requested by us, you shall provide us with any documentation and information
supporting your right to sell and/or provide the Products on the Site, including but not
limited to your right, license and/or permit to sell such Products, any documentation or
agreement giving you the right to distribute any particular item or brand of certain goods,
and if needed, the notarized copy, invoice or other proof thereof at your own cost.
3.4
In the event of (a) your improper use of intellectual property rights or distribution rights,
sale of fake or counterfeit products or products prohibited from use, distribution or sale
under applicable laws or do anything which brings or would be likely to bring us and/or the
Site into disrepute and/or (b) any complaints and/or reports alleging such improper use of
the intellectual property rights or distribution rights sale of fake or counterfeit products or
products prohibited from use, distribution or sale under applicable laws, we shall:
(a)
notify you of the complaint and/or report within three (3) days of receiving the same;
(b)
launch and conduct an investigation (“Due Inquiry”) on the complaint and/or report;
and
(c)
during the Due Inquiry as stipulated in Clause 4 hereinbelow, you shall collaborate
with us by providing the relevant supporting documents and evidences requested by
us. In the event you failed to respond to our query within three (3) business days
from the date of our query, we may at our sole discretion take any or all of the
following actions:
i.
your account with us will be suspended and/or deactivated permanently with
immediate effect;
ii.
suspend the Products from being sold on the Site with immediate effect; and/or
iii.
we may terminate and delist you as the merchant on the Site.
3.5
You shall indemnify and hold us harmless from and against any and all costs (including
attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses,
damages, and liabilities arising out of any claim, demand or action resulting from the
inaccurate, incomplete or illegal information or otherwise relating to the Products provided
by you on the Site.
3.6
You shall be responsible for responding to and/or resolve any enquiries, claims or
complaints made by the consumer in respect of the Products.
4.
DUE INQUIRY
4.1
In the event you are unable to, neglects, fails to perform your obligations under the Code
and/or ToS and/or has committed a breach pursuant to the Code and/or ToS, we shall at
our absolute discretion via written notice (“Suspension Notice”) forthwith suspend your
account on the Site.
4.2
The Suspension Notice shall consist of the following:
(a)
details of the breach or suspected breach;
(b)
duration of the suspension;
(c)
details of the due inquiry to be performed by us in relation to the breach or suspected
breach;
(d)
duration of the due inquiry; and
(e)
any other documentations or information requested by us in conjunction with the
breach or suspected breach
4.3
For avoidance of doubt, we shall endeavor to complete the due inquiry within fourteen (14)
days from the date of the breach or suspected breach and notify you on the results of the
due inquiry.
4.4
In the event you are found not to be at fault, we shall forthwith lift the suspension and if
otherwise, you shall forthwith be removed and delisted as a merchant of the Site.
5.
YOUR REPRESENTATIONS AND WARRANTIES
5.1
You represent and warrant that:
(a)
the information, documents and/or details provided by you in relation to the
Products and/or registration as a merchant of the Site are true, accurate and not
misleading;
(b)
you are a company duly incorporated and validly existing under the applicable laws;
(c)
you have full corporate power and authority to execute and deliver the Code and
to perform your obligations hereunder;
(d)
you have all the necessary regulatory approvals or licences required to conduct
your business as contemplated in the Code;
(e)
you shall comply with all applicable laws, and policies of the Site in performing its
obligations under the Code;
(f)
all the Products provided to the consumer of the Site will comply with the
descriptions and specifications listed on the Site and with applicable laws (that the
Products strictly conform to any and all product warranties, specifications,
descriptions, drawings, samples, performance criteria and all applicable
requirements);
(g)
you are not in material breach of any applicable laws such that you will be
prevented from conducting the business as envisaged in the Code or the
regulatory approvals or licenses required to conduct such business will be
terminated or revoked;
(h)
the Code is valid, binding and enforceable against you;
(i)
you shall co-operate in good faith and provide us with such assistance and
information as may be required by us to comply with your obligations under the
Code.
6.
INDEMNITY
6.1
You agree to indemnify, defend and hold harmless us from and against any and all claims,
actions, proceedings, and suits and all related liabilities, damages, settlements, penalties,
fines, costs and expenses (including, without limitation, any other dispute resolution
expenses) incurred by us arising out of or relating to
(a)
any transaction made on the Site, or any dispute in relation to such transaction
between you and the consumer;
(b)
your violation or breach of any term of Term of Service, the Code or any policy or
guidelines referenced in the Site;
(c)
your use or misuse of the Services;
(d)
your breach of any law or any rights of a third party, or
(e)
any Content uploaded by you.
7.
SEVERABILITY
7.1
If any provision of the Code shall be deemed unlawful, void, or for any reason
unenforceable under the law of any jurisdiction, then that provision shall be deemed
severable from these terms and conditions and shall not affect the validity and
enforceability of any remaining provisions in such jurisdiction nor the validity and
enforceability of the provision in question under the law of any other jurisdiction.
8.
GOVERNING LAW
8.1
The construction, validity and performance of Code shall be governed in all respects by
the laws of Malaysia.
SCHEDULE
(which is to be taken read and construed as an essential part of this Agreement)
PROHIBITED LISTS OF PRODUCTS
- Prohibited Substances and Materials: This includes firearms, ammunition, drugs, narcotics, steroids, fireworks, hazardous materials, and tobacco products.
- Health and Wellness Restrictions: Items or services claiming to be miracle cures and unregulated dietary supplements.
- Financial and Investment Restrictions: Forex trading, currencies, pyramid schemes, Ponzi schemes, "get rich quick" schemes, investment scams, unlicensed multi-level marketing, and certain types of financial services like check cashing or credit repair services.
- Adult Content and Services: Pornography, adult content, escort services, and sexually oriented materials or services.
- Intellectual Property Violations: Counterfeit or replica goods, items that infringe on copyrights, trademarks, or other proprietary rights, and illegal file-sharing services.
- Ethically or Legally Questionable Items and Services: Items promoting hate, racism, religious persecution, offensive content, or encouraging illegal activity; human remains and body parts; stolen goods; obscene items; and items associated with annuities or lottery contracts.
- Restricted Commercial Practices: Time-sharing agreements, gold bars, payment aggregators, the sale of traveler’s checks or money orders, and businesses involved in high-risk activities identified by government agencies.
- Gambling and Betting: Casino games, sports betting, horse or greyhound racing, lottery tickets, and other gambling-related activities, including games of skill and sweepstakes.
- Marketing and Sales Practices: Telemarketing, direct marketing subscriptions, rebate-based and up-selling businesses, and card-sharing services.