Merchant’s Partnership Agreement Terms and Conditions

This Agreement is entered into between Macro Tech Ventures Sdn. Bhd. (Registration No. 201601019690 (1190627-U)), with its principal place of business at Suite 13.02, Level 13, Menara IGB, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur ("Borong-MY", formerly known as "Dropee") and "you", as a merchant who offer, lists, and feature Products on the Platform for sale, and who shall fulfil the Products ordered and purchased by the Buyer ("Merchant"). (Each a "Party", and jointly as "Parties".)

Definitions

1.  In this Agreement, where the context so admits, the following expressions shall have the meaning designated hereinbelow unless otherwise stated:

1.1  "Buyer" means any registered business entity, corporation, partnership, or legal entity that accesses the Platform for the purpose of browsing, inquiring, or purchasing Products listed by the Merchant.
1.2  "Company" means Petroliam Nasional Berhad (Petronas).
1.3  "Merchant" means "you", who shall be duly licensed and has signed up as a merchant on the Platform and who offer, lists, and feature Products on the Platform for sale, and who shall fulfil the Products ordered and purchased by the Buyer.
1.4  "Platform" means the platform designated for the Company and operated by Borong-MY via https://petronas.borong.com/.
1.5  "POD" means Proof of Delivery (POD), the documentation or electronic record provided by the merchant or its appointed logistics provider, which confirms that the Products have been successfully delivered to and acknowledge receipt by the Buyer at the designated delivery address provided by the Buyer.
1.6  "Products" means the products, items, goods and/or services made available by the Merchant on the Platform.
1.7  "SLA" means the Service Level Agreements as defined in Clause 8.
1.8  "Works" means the supply of goods and/or services performed by the Merchant on the Platform.

Acceptance of Terms

2.  This Agreement governs the terms of access and use of the Platform by the Merchant, and the account and activities on the Platform. By submitting an application, signing up as a Merchant, or otherwise accessing the Platform, you expressly confirm, acknowledge, and agree to the terms and conditions set forth in this Agreement, and your continued access to or use of the Platform indicates your unconditional and irrevocable acceptance of these terms.

Amendments

3.  You acknowledge that this Agreement may be revised by Borong-MY from time to time. You understand and accept that you are automatically bound by any and all additions, modifications, and/or amendments upon the date of their publication or notification. It is your responsibility to stay updated by reviewing this Agreement periodically.

Terms & Conditions

Merchant's Representations, Warranties & Licensing

4.  The Merchant hereby represents and warrants to the Borong-MY as follows:

a) It is duly licensed and competent to perform the Works and/or supply the Products in accordance with good industry practices;

b) It is solvent and has adequate capital to execute the Works and fulfill orders from placement until completion;

c) All items offered and/or listed on the Platform are 100% genuine, and the Merchant acknowledges that a zero-tolerance policy applies to counterfeit or imitation products; and

d) It shall be solely responsible and liable for any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose, and non-infringement of its Products offered and/or listed on the Platform.

5.  The Merchant further represents and warrants to Borong-MY that it holds a valid and active Standardized Work and Equipment Categories ("SWEC") license issued by the Company via the PETRONAS Licensing Management System ("PLMS") for the relevant goods/services supplied.

a) The Merchant shall be solely responsible for the timely renewal of its SWEC license.

b) Borong-MY may, but shall not be obliged to, verify the validity or status of the SWEC license. The Merchant shall, immediately upon request by Borong-MY, provide a valid copy of its SWEC license.

c) Failure to maintain and/or to provide a copy of an active SWEC license will result in the immediate suspension of the Merchant's access to the Platform until a valid proof of renewal and/or a valid copy of the SWEC license is provided.

Fulfillment & Logistics Governance

6.  The Merchant shall perform and strictly comply with the fulfillment timelines stipulated as follows:

  • Standard Delivery: Within the specific lead time stated on the respective Product page at the time of purchase, which shall be deemed the final and mandatory delivery period.
  • Same Day Delivery (SDD): Orders placed before 10:00 AM must be delivered on the same calendar day.
    • The Merchant must confirm fulfillment by 12:00 PM.
    • If the item is not confirmed by the stipulated timeline, the order may be cancelled by the Merchant through the Platform.
  • Self-Pickup (SP): Orders must be ready for collection within 24 hours of Purchase Order (PO) issuance.

7.  To maintain service transparency and high-quality user experience, the Platform does not automatically cancel orders for non-fulfillment. In the event a Merchant is unable to fulfill an order, the Merchant is strictly required to:

  • Proactively notify the Buyer of the fulfillment issue; and
  • Manually process the cancellation within the Platform portal to ensure accurate record-keeping.

Service Level Agreement (SLA) & Performance Targets

8.  The Merchant shall adhere to the following mandatory targets:

  • On-Time Delivery: 95% of orders must be delivered on or before the scheduled date.
  • Pricing: 95% of listed items must be within the current market price benchmarks.
  • Documentation: Signed Proof of Delivery (POD) must be uploaded to the Borong Portal within 24 hours of physical delivery. Note: Failure to upload the POD will delay the 3-way match and subsequent payment.

Performance Monitoring

9.  Borong-MY reserves the right to monitor the Merchant's performance against the SLAs defined in Clause 8.

10.  In the event of consistent failure to meet targets, the Merchant shall, without prejudice to Borong-MY's rights pursuant to Clause 29, submit a Rectification Plan within seven (7) days upon Borong-MY's request to the satisfaction of Borong-MY.

HSE and PDPA

11.  The Merchant shall comply with the PETRONAS Code of Business Ethics ("COBE"), which the Merchant hereby confirms that it has read and understood.

12.  In the event the Merchant is required to enter into any Buyer's or the Company's premises for delivery or services, all personnel must strictly adhere to the relevant Site Safety requirements and wear appropriate Personal Protective Equipment (PPE) as mandated by the site operator.

13.  Merchants shall strictly comply with the Personal Data Protection Act 2010 ("PDPA") and any subsequent amendments. The Merchant shall only process Buyer personal data for the sole purpose of order fulfillment and shall not disclose such data to any third parties without the prior written consent of the Buyer.

Non-Circumvention

14.  The Merchant agrees not to circumvent the Platform by directly transacting with the Buyer outside the Platform for Products available on the Platform. Any attempt to bypass the Platform's transaction process shall be deemed a material breach of this Agreement and may result in immediate account suspension or termination.

Financial Terms

15.  Payment is triggered and will only be processed upon a successful 3-way match between the Purchase Order ("PO"), the Proof of Delivery ("POD") / Goods Received Note ("GRN"), and the Invoice from the Merchant.

16.  Subject to Clause 15 above, the Merchant shall be paid within seven (7) working days after Borong-MY receives full payment from the Buyer.

17.  A flat fee of 3.00% of the total transaction value applies to all transactions. This fee shall be automatically deducted by Borong-MY from the total amount payable to the Merchant for each completed transaction.

Change of Bank Account Details

18.  To ensure the safety of the Merchant's funds and prevent fraudulent diversions, any request to change the Merchant's registered bank account details must be made strictly via email to [email protected] and carbon copied (cc) to [email protected] and [email protected].

19.  The following four (4) documents are required for verification:

a) Latest Company SSM Documents (Corporate Profile);

b) Copy of Director's NRIC;

c) Formal Letter of Authorization (LOA) on company letterhead;

d) A copy of the New Bank Account Statement (header only).

20.  Borong-MY does not entertain or process requests submitted through unofficial channels, including but not limited to WhatsApp, personal emails of employees, or verbal communication. Borong-MY shall not be held liable for payments made to the existing account if the Merchant fails to comply with Clause 18 and Clause 19 above.

21.  The Merchant acknowledges and agrees that Borong-MY may conduct credit checks on the Merchant whether with a registered credit bureau or reporting agency and the Merchant hereby agrees to execute all consent forms and/or to provide additional documents necessary for such credit checks upon request.

Account

22.  The Merchant acknowledges and agrees that Borong-MY shall have the sole right and absolute discretion to restrict, suspend or terminate the Merchant's account and/or Works and/or take any such measures or actions that it deemed necessary, for any reasons whatsoever, with or without prior notice, and with or without assigning any reasons.

Dispute Resolution

23.  The Merchant expressly acknowledges and agrees that all sale and purchase transactions on the Platform are entered into solely between the Merchant and the Buyer, and Borong-MY, as the Platform provider, shall not be held liable to the Buyer arising out of or in connection with such transactions.

24.  In any case of disputes relating to the sale and purchase of the Products on the Platform between the Merchant and the Buyer, the Merchant shall first attempt to resolve the dispute with the Buyer in good faith.

25.  Where the Merchant and the Buyer fail to reach an amicable settlement pursuant to Clause 24 above, Borong-MY reserves the right to suggest and implement an appropriate resolution in good faith and at its sole discretion.

26.  The Merchant agrees to abide by and be bound by Borong-MY's decision, and Borong-MY shall be entitled to:

a) Cancel or proceed with the order or purchase;

b) Withhold any payment due to the Merchant and/or set off such sums against any payment standing to the credit of the Merchant's account until the Merchant has rectified such non-compliance or fulfillment failure identified prior to the completion of the Payout Cycle stipulated in Clause 15 above;

c) Temporarily or permanently suspend the Merchant's account;

d) Temporarily or permanently remove the listing of a particular Product;

e) Remove any unlawful content; and/or

f) Carry out all such other actions deemed necessary.

27.  All such decisions made by Borong-MY shall be deemed final, conclusive, and binding upon the parties in dispute.

Use of Platform

28.  The Platform or its aspects, functions, features or version may be changed, modified, updated, corrected, added, interrupted, restricted, limited, suspended, terminated or discontinued, whether in part or in whole, at any time, whether temporarily or permanently, with or without prior notice to you and with or without any reason. Borong-MY shall not be held accountable or liable for any losses and damages as a result of such suspension or termination.

Indemnification and Limitation of Liability

29.  In the event of any breach, non-compliance and/or failure by the merchant to perform any of its obligations and/or the terms, representations and/or warranties of this Agreement, and/or failure to comply with Borong-MY's instructions relating to the use of the Platform, Borong-MY reserves the right to suspend or terminate the merchant's access to the Platform or its account, with or without notice. In such event, without prejudice to other rights and remedies, Borong-MY shall be entitled to withhold and/or set off any sums otherwise due or payable to the Merchant to recover any losses or damages incurred.

30.  The Merchant shall indemnify and hold Borong-MY harmless against any and all claims, demands, losses, and damages (including legal costs on a solicitor-client basis) arising from or in connection with the Merchant's breach and/or failure to perform the obligations and/or the terms of this Agreement and/or arising from or in connection with any breach of the Merchant's representations and warranties herein, whether express or implied and/or arising from any disputes between the Merchant and the Buyer.

31.  To the extent permitted by law, Borong-MY's total liability for any claim arising from a transaction shall not exceed the Commission Fee actually earned and retained by Borong-MY from that specific transaction. Further, in no event shall Borong-MY be liable for any (i) indirect, special, incidental, punitive, exemplary, reliance or consequential damages, (ii) loss of profits, (iii) business interruption, (iv) reputational harm, (v) loss of information or data, and (vi) any other theory of liability, out of or arising from or in connection with the use of, or inability to use the Platform, whether or not Borong-MY has been advised of the possibility of such damages.

Confidentiality

32.  The Merchant shall maintain strict confidentiality regarding all Buyers' data, pricing benchmarks, and Platform operational details. This obligation shall survive the termination or expiry of this Agreement.

Governing Laws

33.  The terms and conditions as set out herein and any dispute or matter arising from or incidental to the use of the Platform shall be governed by and construed in accordance with the laws of Malaysia and the Parties hereby agree to submit to the exclusive jurisdiction of the courts of Malaysia.

Execution & Acceptance

34.  This Agreement constitutes a legally binding contract between Borong-MY and the Merchant.

35.  This document represents the entire agreement between the Parties. In the event of any inconsistency between this Agreement and any purchase orders, product listings, or informal communications, the terms of this Merchant's Partnership Agreement shall take precedence and prevail.

36.  By ticking the box to accept these Terms and Conditions upon account registration or login, the Merchant acknowledges that they have read, understood, and agreed to be bound by all the terms herein.

37.  Each Party agrees that this Agreement is executed electronically. The Merchant's electronic "click-to-accept" or "tick-box" action shall have the same legal validity, effect, and enforceability as an original handwritten signature. A copy of this Agreement shall remain accessible to the Merchant at all times via the Platform portal, which shall be deemed as delivery of an original executed copy for all purposes.