Terms of Use

Niro Ceramic Group MyEasyNiro Portal

 

This page sets out the terms of use which govern the use and access of the MyEasyNiro Portal ("Portal"), an online internal platform owned and operated by Niro Ceramic Sales & Services (M) Sdn. Bhd. ("Niro", "we", "us" or "our"). This Portal allows approved and authorised customers ("Customer") of Niro, to:

  • create, save and submit Purchase Order (as defined in Clause 3 below) ;
  • communicate with Niro;
  • track status of orders placed with Niro;
  • track delivery status of products;
  • receive e-invoices and e-delivery orders;
  • access statements of accounts;
  • make stock enquiries;
  • monitor sales and delivery statistics; and
  • track customer feedback.

We refer to us and any other companies of the Niro Ceramic group of companies, including our affiliates, parents and subsidiaries, as the “Niro Ceramic Group”.

Please read these terms of use carefully before using our Portal, as these will apply to the use of the Portal. For the avoidance of doubt, these terms of use, including but not limited to the provisions relating to the Purchase Order (whether or not it has been accepted) made in accordance with Clause 3 below, shall be deemed accepted in its entirety when you access or use any of our Portal's functionalities ("Terms of Use").

  1. General

1.1 In these Terms of Use, references to "you" and "your" shall be construed as references to the Customer, its officers, employees, agents and/or representatives and others who access and use the Portal.

1.2 Niro provides Customers of Niro with access to the Portal. Niro will provide the Customer with passwords and Login IDs to be used by the Customer's officers, employees, agents, and/or representatives in order to access and use the Portal. The Customer agrees that all officers, employees, agents, representatives and others having access to a Login ID and/or password shall be vested by the Customer with the authority to use the Portal.

1.3 The Customer shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by the Customer, that access the Portal using such Login IDs and passwords.

1.4 You accept these Terms of Use by virtue of your usage of the Portal and agree to comply with the same.

1.5 These Terms of Use, and its updates are subject to the discretion of Niro at any time, notice thereof shall be posted on the Portal as and when needed. As long as you continue to use the Portal, you are bound by all amended terms or updates which become effective upon their posting on the Portal.

1.6 Please note that any of the content on the Portal may be out of date at any given time, and Niro is under no obligation to update it. Niro does not guarantee that our Portal, or any content on it, will be free from errors or omissions.

1.7 Niro may update the Portal from time to time, and may change the content at any time and/or include additional features to the Portal. For the avoidance of doubt, your usage of such additional features and/or updates shall be subject to these Terms of Use, as amended from time to time by Niro.

1.8 Niro does not guarantee that the Portal, or any content on it, will always be available or be uninterrupted. Niro may suspend, withdraw, discontinue or change all or any part of the Portal without notice. We will not be liable to you if for any reason the Portal is unavailable at any time or for any period.

  1. User Obligations

Login ID and Password

2.1 You are responsible for:

(a) maintaining the confidentiality of your Login ID and password;

(b) any and all transactions by persons whom you give access to or that otherwise use this Login ID and password; and

(c) any and all consequences of use of misuse of this Login ID and password. You agree to notify us immediately of any unauthorized use of its Login ID or password or any other breach of security regarding the Portal of which you have knowledge of.

2.2 Without prejudice to the obligations under Clause 2.1 above, the Customer shall:

(a) apply to Niro, for an individual Login ID and password for each personnel who will access or use the Portal on its behalf, by submitting true and accurate information in a prescribed form provided by Niro;

(b) ensure that each personnel gaining access or using the Portal on the Customer's behalf are subject to confidentiality obligations, including but not limited to the obligations set out under Clause 2.1 and Clause 7, to ensure the confidentiality of any and all data made available on the Portal, for an indefinite period;

(c) promptly notify Niro in the event where any of the personnel gaining access or using the Portal on the Customer's behalf has resigned or been terminated, and apply to Niro to terminate any access to the Portal using the specific Login ID and password allocated to the said resigned or terminated personnel.

Use of Portal

2.3 Without limitation, you undertake not to use or permit anyone else to use the Portal:

(a) to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;

(b) for a purpose other than which we have designed them or intended the Portal to be used; and

(c) for any fraudulent purpose.

2.4 The following uses of the Portal are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following:

(a) resell the Portal or your access to the Portal;

(b) furnish false data including false names, addresses and contact details and false bank details;

(c) attempt to circumvent our security or network including accessing data not intended for you, or probe the security of other networks (such as running a port scan);

(d) access the Portal in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large burden on our infrastructure or that otherwise interrupts or interferes with its functionality, efficiency or operation;

(e) execute any form of network monitoring which will intercept data not intended for you;

(f) enter into fraudulent interactions or transactions (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);

(g) use the Portal (or any relevant functionality of either of them) in breach of these Terms of Use;

(h) use in an unauthorized manner, or forge, mail header information;

(i) engage in any unlawful or criminal activity in connection with the use of the Portal;

  1. Use of the Electronic Purchase Order

3.1 Definition: Except where the context requires otherwise, the following words shall have the following meanings:

(a) "Products" means the products to be supplied by Niro to the Customer as specified in the e-Order.

(b) "Purchase Order" means any electronic purchase order by the Customer to Niro to purchase the Products from the Customer submitted via the Portal.

(c) "Credit Line" means the maximum credit period and/or credit amount, which Niro has separately and individually extended to each Customer. For the avoidance of doubt, the Credit Line extended by Niro may differ from a Customer to another Customer, at the sole and absolute discretion of Niro.

3.2 e-Order Functionality: The Customer may use the e-Order functionality on the Portal to create, save and/or submit a Purchase Order for the Products, subject to these Terms of Use.

3.3 Submission of the Purchase Order: The submission of the Purchase Order to Niro via the Portal constitutes an irrevocable offer made by the Customer to purchase the Products upon the terms and conditions set out in these Terms of Use, including but not limited to this Clause 3 ("Offer"). For the avoidance of doubt, Niro shall have the right to accept or reject the Offer at its sole and absolute discretion; and the Customer shall have no right to cancel or amend the Offer notwithstanding that Niro has yet to accept it, save where Niro has granted its prior written approval.

3.4 The entirety of the Customer's Offer: These Terms of Use shall constitute the entirety of the Customer's Offer to purchase the Products. Any additional or conflicting representation, warranty, statement, variation or agreement, whether oral or in writing, made or entered into prior to, contemporaneously with or subsequent to the submission of the Purchase Order, whether communicated to Niro via the e-Memo functionality or otherwise, shall not be binding on Niro, save where the Customer has obtained Niro's prior written approval to the same.

3.5 Acceptance of the Customer's Offer: The Offer shall be deemed accepted by Niro where the status of the Purchase Order is displayed as "Submitted" on the 'My e-Order Listing' page or as may otherwise be notified to the Customer by Niro, save where the Customer has, via the information submitted in the Purchase Order or otherwise, indicated its intention to vary any standard terms and onditions of the Purchase Order. For the avoidance of doubt, where the Customer has requested to vary the standard terms and conditions of the Purchase Order, including but not limited to where the Customer inserted a pricing which differs from the pricing of the Products as quoted by Niro on the Portal for the Product, into any fields provided on the Portal in respect of the Purchase Order, the Purchase Order shall only be deemed accepted when the status of the Purchase Order is displayed as "Approved" on the 'My e-Order Listing' page or as may otherwise be notified to the Customer by Niro. Any Products delivered to the Customer pursuant to the accepted Purchase Order shall be nonrefundable and non-returnable.

3.6 The Customer's Representations, Warranties and Undertakings: The Customer represents, warrants and undertakes to Niro that:

(a) it is properly constituted and incorporated under the law of its incorporation and has all necessary authority, power and capacity to make the Offer and to make the required payment in accordance with this Clause 3 upon the acceptance of the Offer by Niro;

(b) any and all information and particulars that it submits in the Purchase Order as Offer to Niro shall be accurate at least at the time of submission;

(c) it shall immediately notify Niro of any circumstances affecting the parties' cooperation and commitments under the Purchase Order (regardless if accepted or not), including changes in the Customer's business;

(d) it shall not act in any manner which may expose Niro to any liability or otherwise be detrimental to the image or reputation of Niro or the Products; and

(e) it shall comply with all applicable laws, codes and regulations, and specifically with any personal data rotection, health, safety and environmental laws, ordinances, codes and regulations of any jurisdiction where the accepted Purchase Order may be performed. For avoidance of doubt, the Customer warrants and undertakes that it shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors,employees and agents complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement.

3.7 Niro's Rights: Notwithstanding Niro's grant of written approval under Clause 3.3 and Clause 3.4, or the acceptance of the Offer by Niro under Clause 3.5, Niro reserves the right to:

(a) impose penalty or to increase the price payable by the Customer at its sole and absolute discretion, including but not limited to where:

(i) the Customer amends or cancels the Offer or the accepted Purchase Order in whole or in part, including but limited to, variation of the delivery date, address or schedule of the Products or reduce the quantity of the Products;

(ii) there is an increase in the cost of the Products; or

(iii) there is a technical error resulting in the display of wrong price for the Product(s);

(b) change or release the stock booked or allocated for an accepted Purchase Order at its sole and absolute discretion, without notifying the Customer;

(c) vary the quantity, delivery date or delivery schedule of the Products at its sole and absolute discretion;

(d) impose delivery charge(s) on the Products at its sole and absolute discretion, including but not limited to where:

(i) the delivery is to a location within Peninsular Malaysia, the amount payable for the Products falls below the value of RM 3,800;

(ii) the delivery is to a location on the outskirts, highland, island, or outside of Peninsular Malaysia;

(iii) the Products cannot be delivered in accordance with the delivery date or schedule stated in the accepted Purchase Order due to any fault on the part of the Customer; or

(iv) the Customer has requested for special delivery arrangement ; or

(e) suspend the delivery of any Products under any accepted Purchase Order or terminate the accepted Purchase Order by giving written notice with immediate effect, at its sole and absolute discretion, including but not limited to where:

(i) the Credit Line of the Customer has or is likely to be exceeded;

(ii) the Customer fails to make payment for previous invoices issued by Niro within the required time period;

(iii) the business relationship between Niro and the Customer breaks down;

(iv) the Customer undergoes a change of control, unless Niro has given its written approval to the change;

(v) the Customer becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors, or enters into compulsory or voluntary liquidation, amalgamation (other than for a purpose of a bona fide reconstruction or amalgamation without insolvency);

(vi) the Customer has a receiver or manager appointed for the whole or substantially the whole of its undertakings;

(vii) any distress or execution shall be threatened or levied upon any equipment or other property of the Customer;

(viii) the Customer is unable to pay its debts in accordance with the applicable law; or

(ix) the Customer has high credit risks in accordance with Niro's credit risks assessment.

3.8 Retention of Title to The Products: The property in the Products shall not pass from Niro to the Customer unless and until the Products as well as all other amounts owed by the Customer to Niro on any account in connection thereto, have been paid for in full. Niro reserves the right to require the Customer to return all non-fully paid Products at the Customer's sole cost and expense. Notwithstanding the above, risk of the Products shall pass to the Customer upon the delivery of the Products to the Customer.

3.9 Payment for The Products: In any event and notwithstanding that the Customer disputes the amount payable  under the accepted Purchase Order, the Customer shall pay the price stated in the accepted Purchase Order and any additional amount payable due to the increase in price, delivery charge, penalty imposed or any other payment by Niro under Clause 3.7 ("Additional Charges"), by way of cheque, telegraphic transfer or as may be notified by Niro, within 60 days from the date of the invoice. For the avoidance of doubt, taxes and the Additional Charges shall be solely borne by the Customer, and may not be included in the Purchase Order at the time of submission of the Purchase Order.

3.10 Delivery Services: Subject to Clause 3.7, Niro may provide delivery service(s) to the Customer pursuant to the accepted Purchase Order. In any event, such delivery service(s) shall not include unloading of the Products.

  1. Disclaimers

4.1 Niro endeavours to operate the Portal with reasonable care and skill. We are not liable for errors or omissions if we have complied with our obligation to operate the Portal with reasonable care and skill. We will use reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of them.

4.2 We do not give any warranty that the Portal is free from viruses or anything else which may have a harmful effect on any technology.

4.3 Although we will try to allow uninterrupted access to the Portal, access to the Portal may be suspended, restricted or terminated at any time. Your access to the Portal may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We also reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of any of these Terms of Use.

  1. Data Protection

5.1 Niro may collect your personal information or personal information of your employees in order to provide you with access to the Portal. Where Niro collects and processes personal information, such collection and processing are subject to Niro's Privacy Policy, which forms part of these Terms of Use.

  1. Intellectual Property Rights

6.1 Niro grants you a limited, personal, non-transferable, non-exclusive, revocable license to access and use the Portal pursuant to these Terms of Use and to any additional terms and policies set forth by Niro. All Intellectual Property Rights in the Portal, materials, information and content on the Portal accessed as part of the Portal, any database operated by us, all the Portal design, text, graphics, software, photos, video, music, sound, data, all software compilations, underlying source code and software (including applets and scripts), and all their selection, coordination, arrangement and enhancement shall remain Niro's property (or that of Niro's licensors). You shall not, and shall not attempt to, obtain any ownership or title to any such property. All rights are reserved.

6.2 None of the material listed in Clause 6.1 above, in whole or in part, may be reproduced, distributed, copied, modified, distributed, published, downloaded, displayed, posted, performed or transmitted in any form or by any means, sold, rented, re-sold, licensed or sub-licensed, used to create derivative works, or in any way exploited without the prior express written permission of the Niro Ceramic Group or the copyright owner, except as otherwise expressly stated under copyright law. Further, you shall not analyse, decompile or reverse engineer or cause a third party to analyse, decompile or reverse engineer the Portal or any part of the Portal for any purpose.

6.3 You may, however, retrieve and display the content of the Portal on a computer screen, [store such content in electronic form (but not on any server or other storage device connected to a network)]. You may not otherwise reproduce, modify, copy, distribute, display, perform or use for commercial purposes any of the materials, information or content on the Portal without our permission. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted by law, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties. In addition, you may not make any use that exceeds or violates these Terms of Use.

6.4 "Niro", the Niro logos and variations thereof found on the Portal are trademarks owned by the Niro Ceramic Group and all use of these marks inures to the benefit of the Niro Ceramic Group. Other marks on the Portal not owned by the Niro Group may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of the Niro Ceramic Group unless otherwise stated, or may be the property of their respective owners. You may not use the Niro Ceramic Group's names, logos, trademarks or brands without the Niro Ceramic Group's express permission.

6.5 Title, ownership rights and Intellectual Property Rights in and to the content accessed using the Portal is the property of Niro. These Terms of Use give you no rights to such content except for the licenses granted herein.

6.6 Any material you transmit or post or submit to the Portal (or otherwise to us) shall be considered (and we may treat it as) non-confidential and non-proprietary, subject to our obligations under data protection legislation and subject to any payment details you provide for the purpose of making a payment. If for some reason, any part of that statement does not work as a matter of law, then for anything which you supply to us from whatever source (i.e., via email, the Portal or otherwise) you grant us a royaltyfree, perpetual, irrevocable, sub-licensable, fully paid-up, transferrable, non-exclusive right to use, copy, modify, adapt, translate, publish, distribute, display and perform world-wide any such material, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sub-licensees, all without compensation to you, for the purpose of operating and providing you with access to the Portal.

6.7 For the purposes of Clause 5, "Intellectual Property Rights" means any patents, knowhow, trade secrets and other confidential information, copyright (including without limit all such rights in computer software and any databases), registered and unregistered trademarks (including without limit any trade, brand or business names and any distinctive smells or sounds used to differentiate goods and services), domain names, registered and unregistered designs, layout-designs of integrated circuits, geographical indications and plant varieties (in each case for the full period thereof and all extensions and renewals thereof), applications to register any of the aforesaid items (including the right to so apply) licences relating to any of the aforesaid items, rights in the nature of any of the aforesaid items in any country, and rights to sue for passing off, or other similar industrial or commercial right.

  1. Confidentiality

7.1 To the extent that any technical, financial, strategic and other proprietary and confidential information relating to Niro's business, operations and properties ("Confidential Information") are disclosed to you by Niro, you agree not to use such Confidential Information for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential information to third parties.

7.2 You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Niro's Confidential Information in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Niro with regard to any confidential information which you can prove: (a) was in the public domain at the time it was disclosed by Niro or has entered the public domain through no fault of yours; (b) was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed with the prior written approval of Niro; (d) becomes known to you, without restriction, from a source other than Niro without breach of these Terms of Use by you and otherwise not in violation of Niro’s rights; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Niro to enable Niro to seek a protective order or otherwise prevent or restrict such disclosure.

  1. Suspension and Termination of Access to the Portal

8.1 If you use (or anyone other than you with your permission uses) the Portal in contravention of these Terms of Use, we may suspend your access to and use of the Portal (in whole or in part).

8.2 If we suspend the Portal, we may refuse to restore the Portal until we receive an assurance from you, in a form we deem acceptable, that there will be no further breach of the provisions of these Terms of Use.

8.3 Niro shall fully co-operate with any law enforcement authorities or court order requesting or directing Niro to disclose the identity or locate anyone in breach of these Terms of Use.

8.4 Without limitation to anything else in this Clause 8, Niro shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Portal; ii) suspend your use of the Portal; iii) suspend the use of the Portal for persons we believe to be connected (in whatever manner) to user; and/or iv) terminate these Terms of Use immediately if:

(a) you commit any breach of these Terms of Use;

(b) we suspect, on reasonable grounds, that you have, might or will commit a breach of these Terms of Use; or

(c) we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any person.

8.5 Notwithstanding anything else in these Terms of Use, we may terminate these Terms of Use at any time.

8.6 Our right to terminate these Terms of Use shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.

  1. Limitation of Liability

9.1 In no event shall Niro, its officers, directors, employees, or agents, be liable to you for any damages of any kind arising out of or in connection with the use of the Portal and any functionalities therein, including but not limited to, the Purchase Order (regardless of whether accepted or not) submitted via e-Order functionality. This is a comprehensive limitation of liability which applies to all damages of any kind, including but not limited to direct, indirect, incidental, special, punitive, or consequential damages, loss of data, income or profit, and claims of third parties whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Portal, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Portal, (iv) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Portal by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Portal, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by Malaysian law.

9.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Portal or any content on it including but not limited to, the Purchase Order (regardless of whether accepted or not) submitted via e-Order functionality, whether express or implied.

  1. Indemnity

10.1 You will defend, indemnify and hold harmless Niro, its officers, directors, and employees against all damages, losses, penalties, compensations, expenses (including reasonable attorney fees), claims and liabilities caused by (i) your act, omission, default or negligence of and/or your employees and representatives arising from or relating to the Portal or any content on it including but not limited to, the Purchase Order (regardless of whether accepted or not) submitted via e-Order functionality; (ii) your violation of these Terms of Use, your violation of the law or the rights of a third party; or (iii) your acts of fraud or misrepresentation.

  1. Miscellaneous

11.1 Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under these Terms of Use. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under these Terms of Use to any person.

11.2 Events beyond our reasonable control: We shall not be liable for any breach of our obligations under these Terms of Use where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control.

11.3 No waiver: No waiver by us of any default of yours under these Terms of Use shall operate or be construed as a waiver by us of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your Liability under these Terms of Use.

11.4 Notices: Unless otherwise stated within these Terms of Use, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you have supplied to us or to us at our registered office in Lot 2, Persiaran Sultan, Seksyen 15, 40200 Shah Alam, Selangor, Malaysia.

11.5 Survival: In any event, the provisions of Clauses 3, 4, 6, 7, 9, 10 and 11.6 of these Terms of Use, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of these Terms of Use. In the event you use the Portal again, then the provisions of the terms and conditions that then apply will govern your re-use of the Portal.

11.6 Severability: If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.

11.7 Independence: Nothing in these Terms of Use or any arrangement contemplated by it shall: (i) be construed as creating a joint venture or partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party (except as expressly provided in these Terms of Use) or impose any obligation on it to the benefit of any third party; or (ii) constitute either party as the commercial agent of the other.

11.8 Governing law: These Terms of Use (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with the laws of Malaysia.

11.9 Dispute Resolution: The parties shall use their best efforts to resolve amicably and in good faith any dispute relating to these Terms of Use between the highest ranking representatives of each party. In the event that the dispute cannot be resolved between the parties’ representatives as set out above, the dispute shall be referred to and finally resolved by the competent courts in Malaysia.