TERMS AND CONDITIONS
By creating a Vendor User Account (as
defined hereinbelow), you agree to the following Terms
and Conditions (this “T&C”):-
This
T&C is an agreement between you (referred to as “Party A” in this
T&C) and STW
Innovation Company Limited,
a limited company incorporated
under the laws of Hong Kong whose registered office is at 510, 5/F, Capitol
Centre, 5-19 Jardine¡¯s bazaar, Causeway Bay, Hong Kong (referred to as “Party
B” in this T&C), (each a “Party” and collectively the “Parties”).
This T&C describes how Party B shall deliver the Services (as defined hereinbelow) to Party A, how Party A shall make use of the Website
Platform (as defined herein below) and the Vendor User Account, and details in
relation to Party A¡¯s subscription to the Services on the Website Platform.
1.
INTRODUCTION
OF THE SERVICES
1.1.
“赏游 - Shake to win” (the “Mobile Platform”) is
a tourist service platform developed by Party B, which is accessible by
electronic mobile devices / apps and provides online and digital solutions to the
End-Users (as defined hereinbelow) by adding value to
their travel experience.
1.2.
The
Website Platform provides a venue for the Vendor Users (as defined hereinbelow) to connect with the End-Users by allowing the
Vendors Users to, subject to the provisions of this T&C, market and promote
its service or products and make available its service or products for purchase
on the Website Platform, which would in turn be accessible and available for
purchase by the End-Users on the Mobile Platform.
2.
INTERPRETATION
2.1.
In
this T&C, including the Recitals and Schedules hereto, the following words
and expressions shall have the following meanings:-
|
“Ad hoc Services” |
means any one off and ad hoc Services
including marketing and promotional services and other add-ons to the Basic
Features or Additional Features as agreed between the Parties from time to
time; |
|
“Applicable Law” |
means all
applicable statutes, enactments, act of legislature, laws, ordinances, rules,
by-laws, regulations, notifications, guidelines, policies, directions,
directives and orders of any governmental authority, tribunal, board, court
or other quasi-judicial authority; |
|
“Additional Features” |
means the
Services provided by Party B to Party A through the Website Platform as
listed in the Fee Schedule other than the Basic Features; |
|
“Affiliates” |
means in relation to a particular company, a company controlled by or under the common control with that company, where “control” means (1) the ownership, either directly or indirectly, of more than fifty percent (50%) of the voting rights in such company; or (2) the right to elect the majority of the board of directors of such company, as the case may be; |
|
“AML Policy” |
means the
Anti-Money Laundering and Counter-Terrorist Financing Policy in relation to
Party |
|
“Basic Features” |
means the
basic features of the Website Platform as stipulated under Part I of the
Schedule hereto; |
|
“Commencement Date” |
shall have
the meaning given to it under Clause 3.3; |
|
“Confidential Information” |
means any
information which is disclosed to a Party by the other Party pursuant to or
in connection with this T&C (whether orally or in writing, and whether or
not such information is expressly stated to be confidential or marked as
such) including but not limited to any Intellectual Property, trade secrets, business plans, financial information, customer data, customer
lists, reports, notes, memoranda and all other documentary records pertaining
to the Parties or their business affairs, finances, suppliers, customers or
contractual or other arrangements or information relating to the negotiation,
provisions or subject matter of this T&C or any document referred to in
it; |
|
“End-User” |
means an individual
who registers as an “End-User” of the Mobile Platform under the T&C for the
End-Users; |
|
“Fee Schedule” |
means the
fee schedule of the Basic Features (if applicable) and the Additional
Features as set out in the Schedule hereto and as varied, amended or revised by
Party B from time to time; |
|
“Force Majeure” |
means any
circumstances including, without limitation, any suspension, termination,
delay or non-performance of this T&C by Party B arising from any cause
beyond its reasonable control including, without limitation, any of the
following:- act of God, governmental act or regulatory changes, war, fire,
flood, explosion, outrage, civil commotion or industrial dispute involving a
third party, imposition of any emergency, armed hostilities, act of
terrorism, revolution, blockade, embargo, strike, lock-out, sit-in,
industrial or trade dispute, adverse weather, disease, accident to or
breakdown or outage of computers, plant or machinery, shortage of any
material or ingredient, labour, transport,
equipment or facilities, electricity or other supply; |
|
“Hong Kong” |
means the
Hong Kong Special Administrative Region of the People¡¯s Republic of China; |
|
“Intellectual Property” |
means
patents, rights to inventions, utility models, copyright, trade
marks, service marks,
trade, business and domain names,
rights in trade dress or get-up, rights in goodwill or to sue for passing
off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral
rights, rights in confidential
information (including know-how
and trade secrets) and any other
intellectual property rights, in each case whether registered or unregistered
and including all applications for and renewals or extensions of such rights,
and all similar or equivalent rights or forms of protection in any part of
the world; |
|
“Loss” |
includes,
in respect of any matter, event or circumstance, all direct and/or indirect,
demands, claims (including compensation claims), actions, proceedings,
awards, judgments, settlements, damages, payments, interest, fines, penalties,
losses, loss of profit, loss of business revenue, costs (including legal
expenses), expenses (including tax), disbursements
and other liabilities in any case of any nature whatsoever whether in
contract, tort or otherwise; |
|
“Materials” |
means the
materials to be provided by Party A to Party B to register Party A as a
Vendor User to the Website Platform including the login credentials and the relevant promotion
materials as Party B in its sole and absolute discretion; |
|
“Mobile Platform” |
means “赏游 - Shake to win”, a tourist service
platform developed by Party B, which is accessible by electronic mobile
devices / apps, and any information and offer, discount made available by the
Vendor Users on the Website Platform in accordance with this T&C will be
made available thereon for the End Users¡¯ access, purchase and benefit; |
|
“On-line Registration Form” |
means the
application form (in such form and format as absolutely decided by Party B
from time to time) completed and submitted by Party A to Party B in order to
register Party A as a Vendor User to the Website Platform, or in the context
where the Basic Features, Additional Features or Ad hoc Services subscribed
by Party A under this T&C are concerned, the application form (in such
form and format as absolutely decided by Party B from time to time) completed
and submitted by Party A to Party B to subscribe for such Services; |
|
“Payment Policy” |
means the
Payment Policy in relation to Party A¡¯s use of the Website Platform and
subscription of the Services as implemented, amended or varied by Party B
from time to time, where the latest version of the same can be accessed at https://eur.stw.merchant.shaketowin.cn/legal/payment; |
|
“Personal Information” |
means any
information pertaining to or about an identifiable individual, including
those provided by the End-Users through the Mobile Platform; |
|
“Platforms” |
refers to
the Mobile Platform and the Website Platform collectively; |
|
“Website Platform” |
means the
platform operated and maintained by Party B for the provision of the Services
which can be accessed at https://www.shaketown.net; |
|
“Privacy Policy” |
means the
Privacy Policy in relation to Party A¡¯s use of the Website Platform as
implemented, amended or varied by Party B from time to time, where the latest
version of the same can be accessed at https://eur.stw.merchant.shaketowin.cn/legal/privacy; |
|
“Representatives” |
means the
directors, officers, managers, employees, consultants and agents of a Party
from time to time; |
|
“Services” |
means the
services provided by Party B to Party A, including but not limited to the access to
the Website Platform for various
functions made available to the Vendor Users on the Website Platform
including the Basic Features and the Additional Features as listed in the
Schedule hereto AND any Ad hoc Service, and as varied, amended or revised by
Party B from time to time in accordance with this T&C; |
|
“Term” |
shall have
the meaning given to it under Clause 3.3; |
|
“T&C for the End-Users” |
means the
terms and conditions entered into between Party B and the users who have
registered as an user of the Mobile Platform in
accordance with the terms and conditions thereof and eligible thereunder to acquire the basic information of the
Vendor Users¡¯ service or products and make purchase from the Vendor Users via
the Mobile Platform; |
|
“Vendor User” |
means an individual, body corporate,
association, entity or partnership who registers as a user of the Website
Platform pursuant to Clause 3.2; and |
|
“Vendor User Account” |
means a
verified and registered account of a Vendor User on the Website Platform. |
2.2.
References
to a “person” shall include any person, body corporate, association, entity or
partnership. References to a “company” shall include any
body corporate (wherever incorporated or formed).
2.3.
References
to “Clauses” and “Schedules” are to Clauses in and the Schedules to this T&C.
Unless the context requires otherwise, the Schedules to this T&C form part
of this T&C.
2.4.
Words
importing the singular shall include the plural and vice versa and words
referring to a particular gender shall include each and every gender.
2.5.
Headings
in this T&C are inserted for convenience only and shall not affect the
construction of this T&C.
2.6.
The
Recitals and the Schedules herein shall form an integral part of this T&C.
Any reference to this T&C includes the Schedules.
2.7.
A
reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or
established.
2.8.
A
reference to a statute, statutory provision or subordinated legislation is a
reference to it as it is in force from time to time, taking account of any
amendment or re-enactment and includes any statute, statutory provision or
subordinate legislation which it amends or re-enacts; provided that, as between the Parties, no such amendment
or re-enactment shall apply for the purposes of this T&C to the extent that
it would impose any new or extended obligation, liability or restriction on, or
otherwise adversely affect the rights of, any Party.
2.9.
A
reference to writing or written includes e-mail.
2.10.
A
reference to a document is a reference to that document as varied or novated
(in each case, other than in breach of this T&C) at any time.
2.11.
Any
phrase introduced by the terms “including”, “include”, “in particular “or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms.
3.1.
The
Website Platform provides a venue for the Vendor Users to connect with the
End-Users by allowing the Vendors Users to, subject to the provisions of this
T&C, market and promote its services or products and make available its
services or products for purchase on the Website Platform, which would in turn
be accessible and available for purchase by the End-Users on the Mobile
Platform.
3.2.
In
order to use the Website Platform, Party A must either (a) engage in a tourism business
with tourists or travelers as one of its major or target customers; or (b) be a
service provider of transportation service, and shall first register as a Vendor
User by completing and submitting the On-line Registration Form to Party B in
accordance with any instructions of and to the satisfaction of Party B. Party B
shall have the sole and absolute discretion to reject any registration
application of Party A to be a Vendor User if it is in the opinion that Party A
is not fit for registration as a Vendor User.
3.3.
The
term of this T&C shall commence from the date where the On-line
Registration Form is submitted by Party A to Party B (the “Commencement Date”), and shall last for such period as selected and
indicated by Party A on On-line Registration Form submitted by Party A to Party
B under Clause 3.2 or as varied under Clause 4.2 (the “Term”),
which may be renewed in accordance with Clause 4.2.
3.4.
Without
prejudice to the right of Party B to continue its provision of the Basic
Features and any extra service on the Website Platform to Party A on such other
terms and conditions, Party B shall have no obligation to continue the
collaboration with Party A in accordance with this Clause 3 immediately after termination of the Term.
3.5.
Party
A confirms and acknowledges that the Platforms may be temporarily closed or
that the Services may be temporarily suspended from time to time for
maintenance purpose as Party B sees necessary in its sole and absolute
discretion.
3.6.
Party
B reserves the right to provide some or all elements of the Services through
third party service providers.
4.
FEE
AND PAYMENTS
4.1.
Subject
to Clause 3.3, Party A may subscribe to and activate the
Basic Features and Additional Features through the Website Platform according
to the Fee Schedule. The Fee Schedule listing out the subscription fees of each
of the Basic Features and Additional Features is incorporated into this T&C
as the Schedule hereto and Party A¡¯s acceptance of this T&C and use of any
of the Services are considered to be its acceptance of the Fee Schedule in its
entirety. Apart from the Basic Features and the Additional Features, Party A
may also make one-off payment for any Ad hoc Service provided by Party B to
Party A from time to time, and the provisions under this T&C and the
Payment Policy (so far as applicable) shall apply pari
passu to any such Ad hoc Service. The fees listed out
in the Fee Schedule and the one-off fee for any Ad hoc Service as shown on the
Website Platform are exclusive of taxes and any tax arising from or associated
with the transactions as contemplated under this T&C (including that
arising from or associated from Party A¡¯s subscription for the Basic Features)
shall be solely borne by Party A.
4.2.
The
subscription of Party A for the Services (including any Basic Feature, Additional Feature and/or Ad hoc Service subscribed
by Party A) shall, subject to any change made under Clauses 4.4
or 18.1,
be automatically and immediately renewed by the end of each Term for another
Term (with the length of each of the renewed Term being such period as selected
by Party A on the On-line Registration Form submitted by Party A to Party B
under Clause 3.2
or as varied under this Clause 4.2),
and for the avoidance of doubt, the Term shall be renewed at the same date on
which the On-line Registration Form is submitted by Party A to Party B (or, in
the event where the end of the Term falls in a month without such date, the
most proximate date in such month.) Party A may opt to unsubscribe/subscribe
for some or all the Services, vary the length of each Term or payment interval
(if applicable), and/or to terminate its Vendor User Account and this T&C by
giving written notice (or in such form as required by Party B) to Party B of no
less than fifteen (15) calendar days before the renewal date of the succeeding Term
for such change to take effect from the upcoming renewal date.
4.3.
The
subscription fee for the Services (save and except the payment for Ad hoc
Service which shall only be paid at the commencement of each Term if not being
unsubscribed in accordance with Clause 4.2) shall be paid on such intervals as selected and indicated
by Party A on the On-line Registration Form submitted in accordance with the
Payment Policy. All fees for the Services are
non-refundable once paid. Party B may impose an interest of five percent (5%)
per annumon any late payment.
4.5.
Party
A agrees to promptly pay all fees associated with or incurred by its Vendor
User Account and the Services received by it as they fall due.
5.
REPRESENTATIONS
AND WARRANTIES
5.2.
Without
prejudice to the generality of Clause 6, if Party B considers that a warranty
under Clause 5.1 has been breached, is untrue or
misleading or that Party A has breached any other term of this T&C, Party B
may (without prejudice to any other rights it may have in relation to the
breach) suspend its Vendor User Account of Party A, restrict Party A¡¯s access
to the Platforms, or to modify, deactivate or terminate its Vendor User Account
and this T&C in accordance with Clause 6.3.
6. VERIFICATION, SECURITY AND SUSPENSION OF
ACCOUNT
6.1.
Party
A hereby authorizes Party B, directly or through its third
party service providers, to take any measures that it considers
necessary to verify the identity of Party A, confirm the information submitted
by Party A in relation to its Vendor User Account, and to take any action as
Party B deems necessary for carrying out the Services. Party B also reserves
the right to require Party A to provide additional information to Party B or
undergo a background check against Party A prior to Party A being authorized as
a Vendor User or at any point thereafter in accordance with Applicable Laws.
6.2.
Party
A agrees to be solely responsible for maintaining the security of its Vendor
User Account login credentials. Party B is not responsible or liable for any
unauthorized use of the Vendor User Account of Party A and any Loss of Party A
resulting therefrom. Party A shall promptly inform Party B of any suspected
security breach related to the use of the Services using Party A¡¯s login
credentials.
7.
CLOSURE
OF ACCOUNT
7.1.
Subject
to the terms and conditions under this T&C, Party A may close its Vendor
User Account by providing written notice to Party B of no less than no less than
fifteen (15) calendar days before the renewal date of the succeeding Term. Without
receipt of such written notice by Party B, the Term shall be automatically and
immediately renewed in accordance with Clause 4.2.
Any notice of closing its Vendor User Account shall automatically be construed
as a notice from Party A to Party B to terminate this T&C under Clause 12.1.
Closing the Vendor User Account shall not affect any rights and obligations
incurred prior to the date of closure of the relevant Vendor User Account.
7.2.
Party
A shall be responsible for any fees, costs, expenses, charges or obligations
associated with closing its Vendor User Account (if any).
8.1.
Party
A shall provide Party B with the content which Party B may reasonably require
from time to time, for the development and production of the Materials and the
provision of the Services, including but not limited to, text, graphics, video,
music, images, story line, concept, characters, data, trade name and logotype.
Party B shall not be held liable for the violation of any Applicable Laws,
including but not limited to any infringement of copyright, trademark or the
rights of any person or entity arising from or relating to the content so
provided by Party A to Party B. Party A shall
retain ownership of any and all right, title and interest of the content so
shared by Party A with Party B.
8.3.
Save
and except expressly provided for under Clauses 8.1 and 8.2, any and all right, title and interest
in any Intellectual Property displayed on the Platforms or used in the course
of delivery of the Services, including but not limited to copyright, any
programming, software, software code, and/or propriety technology and any text,
graphics and other material developed by Party B, are either owned by or
licensed to Party B, its Affiliates, or other third party licensors. Unless
otherwise specified, nothing contained in this T&C shall be construed as
granting any license to or right to use any of the Intellectual Property of
Party B without its express written consent. Any unauthorized use of the
Intellectual Property of Party B is strictly prohibited and Party B reserve the
right to take appropriate action in the event of any unauthorized use of its
Intellectual Property.
8.4.
Party
A agrees not to modify, copy, reproduce, retransmit, distribute, sell, publish,
broadcast, create derivative works from, or store any Intellectual Property
owned by Party B in any manner, without the express prior written consent of Party
B.
9.1.
Except
as provided elsewhere in this T&C and without prejudice to Clause 8, each of the Parties shall at all times
during the Term and after its termination:-
9.2.
Any
Confidential Information may be disclosed by the Parties to:-
on a need-to-know
basis and to such extent only as is necessary for the purposes contemplated by
this T&C, or as is required by law and subject in each case to the
disclosing Party shall use its best endeavours to
ensure that the person in question keeps the same confidential and does not use
the same except for the purposes for which the disclosure is made.
9.3.
Any
Confidential Information may be used by the disclosing Party for any purpose,
or disclosed by the disclosing Party to any other person, to the extent only that:-
9.4.
Sharing
of any information between the Parties (whether such information constitutes
Confidential Information or not) shall comply with all of the Applicable Laws.
9.5.
Notwithstanding
the provisions under this Clause 9, the Parties agree that it is necessary
for Party B to display on the Platforms and to communicate to third parties a
generic description of the kinds of Services provided by it to Party A to
discharge its duty hereunder and to deliver the Services in accordance with this
T&C.
10.
COMMUNICATION
10.1.
Party
A agrees and consents that Party B may communicate with it by any mean as Party
B sees fit, including by way of electronic communication (including, but not
limited to, through the Website Platform and/or email provided by Party A on
the On-line Registration Form). The email address provided by Party A shall be
the primary means for electronic communication between the Parties. Delivery of
any notice, including but not limited to any notice delivered under Clause 18.1, by Party B to the email address of
Party A on record shall be considered valid notice. If any email is returned as
undeliverable, Party B may block Party A¡¯s access to its Vendor User Account
until it provides and confirms a new email address with Party B.
10.2.
In
the event where Party A wishes to change its email address, such request shall
be made by email to comm@shaketowin.net.
11.
INDEMNIFICATION
11.1.
Party
A agrees to indemnify and hold harmless Party B and its respective Affiliates,
officers, directors, employees and agents for any and all claims (including
third party claims), causes of action, suits, debts, losses, costs or expenses
(including reasonable legal fees), judgments, liabilities and demands relating
to or arising from any negligence, fault, error or omission of Party A or any
fraud, misrepresentation or breach by Party A of this T&C.
11.2.
Party
A acknowledges and agrees that Party B shall not be responsible in law or
otherwise for any End-User or for any of the conduct, actions or failure to act
of any End-User, and that Party B assumes no responsibility with respect to the
conduct, actions or failure to act of any End-User.
11.3.
Party
A acknowledges and agrees that Party B shall not be responsible in law or
otherwise for any Vendor User including Party A, or for any of the conduct,
actions or failure to act of any Vendor User including Party A (including but
not limited to any service failure of the Vendor Users), and that Party B
assumes no responsibility with respect to the conduct, actions or failure to
act of any Vendor User including Party A (including but not limited to any
service failure of the Vendor Users).
12.2.
Either
of the Parties may terminate this T&C by giving written notice to the other
Party under the following circumstances:-
(a)
the other Party commits any material breach of any
of the provisions of this T&C and, in the case of a breach capable of
remedy, fails to remedy the same within seven (7) calendar days or any such
later date as agreed by the Parties from time to time after receipt of a
written notice giving full particulars of the breach and requiring it to be
remedied;
(b)
an encumbrancer takes possession or a receiver is
appointed over any of the property or assets of that other Party;
(c)
the other Party makes any voluntary arrangement with
its creditors or becomes subject to an administration order;
(d)
the other Party goes into liquidation (except for
the purposes of amalgamation or reconstruction and in such manner
that the company resulting therefrom effectively agrees to be bound by or
assume the obligations imposed on that other Party under this T&C);
(e)
anything analogous to any of the foregoing under the
law of any jurisdiction occurs in relation to that other Party; or
(f)
the other Party ceases, or threatens to cease, to
carry on business.
12.3.
Any
waiver by either Party of a breach of any provision of this T&C shall not
be considered as a waiver of any subsequent breach of the same or any other
provision thereof.
12.4.
The
rights to terminate this T&C given by this Clause 12 shall be without prejudice to any other
right or remedy of either Party in respect of the breach concerned (if any) or
any other breach.
12.5.
The
Term will be automatically renewed on a monthly basis on the same date on which
the On-line Registration Form is submitted by Party A to Party B under Clause 3.2 (or, in the event where there is no
such date in a particular month, the most proximate date in such month) until
being terminated by either Party in accordance with Clauses 4.2, 7.1, 12.1 or 12.2.
12.6.
In the event of termination of this T&C (whether
with cause or without cause), Party A agrees to forfeit any fee already paid to Party B for its
subscription of the Services (including
any Basic Feature and/or Additional Feature subscribed by Party A) prior to the
termination and any such fee already paid by Party A shall be non-refundable,
save and except that Party B shall refund the subscription fee for the Basic
Features and the Additional Features subscribed by Party A for the remaining
Term following the termination of this T&C on a pro-rata basis in the event
where this T&C is terminated by Party A under Clause 12.2 with Party B as the defaulting Party.
13.
RELATIONSHIP
13.1.
By
using the Website Platform Party A acknowledges and agrees that:-
(a)
Party
B is not acting as its broker, intermediary, agent or adviser or in any
fiduciary capacity; and
(b)
no
communication or information provided to Party A by Party B shall be considered
on construed as advice.
13.2.
Nothing
about the Services or the relationship between the Parties under this T&C shall
constitute or be deemed to create a partnership, joint venture or principal and
agent or other similar relationship between them and neither of the Parties
will have any authority to bind the other. Party B is under no obligation to
promote the Services for or on behalf of the Party A or to enter into any other
agreement or understanding with Party A as a result of Party A's use of the
Services.
14.
DISCLAIMER
14.1.
The
Services provided by Party B through the Website Platform are provided on a
strictly “as is”, “where is” and “where available” basis. Party B does not
represent or warrant to the accuracy, completeness, timeliness, noninfringement, merchantability, or fitness for a
particular purpose of the Website Platform or the information contained therein
or Services contained thereon.
14.2.
Party
A acknowledges and agrees that:-
(a)
Party
B shall not be responsible for the operation of the Platforms and/or any network(s)
that support the operation of the Platforms, and that Party B makes no
guarantee of the functionality, security or availability of such Platforms and/or
networks;
(b)
Party
B does not have any ability and shall not be responsible to prevent or mitigate
cyberattacks on the Platforms and Party B reserves the right in its sole and
absolute discretion to take all commercially reasonable actions in such an
event as it sees fit;
(c)
the
internet in general contains unfiltered materials of which may be offensive to
it and it shall access to such materials at its own risks and Party B has no
control for or responsibility over such materials;
(d)
the
Platforms may consist of error and correction of any defect in the Platforms by
Party B may be necessary from time to time;
(e)
Party
B is only a provider of the Platforms and cannot guarantee accuracy of the
information on the Platforms and shall not be liable to Party A or any third
party for:-
(i)
the
accuracy, completeness, timeliness or correct order of information on the
Platforms;
(ii)
any
change or update to this T&C, including without limitation, to the Fee
Schedule, whether with or without notice;
(iii)
any
decision Party A makes or action it takes, whether by relying on any of the
information on the Platforms or not; and
(iv)
any
law, rule, regulation, action, enforcement or order under the Applicable Laws that
makes the execution, delivery of, and performance by Party A of its obligations
under this T&C illegal or impermissible;
(f)
In
no event shall Party B be liable to Party A or other third parties for any Loss
arising from or out of:-
(i)
the
existence, furnishing, functioning or Party A¡¯s use of the Platforms and/or the
Services;
(ii)
any
act or omission in connection with Party A¡¯s access to the Platforms and/or use
of the Services;
(iii)
any
inaccuracies or incompleteness, delays, interruptions, errors or omissions,
including (to the extent permissible by law), but not limited to, those arising
from the negligence or recklessness of the Parties and/or their
Representatives, or contingencies beyond their control in procuring, compiling,
interpreting, computing, reporting, or delivering the Platforms, the Services
or the information therein;
(iv)
any
transmission of any viruses, spyware, worms, trojan
horses or other malware which may infect a Vendor User's equipment;
(v)
any
system disruptions or malfunctions or system failure, which prevents Party B
from fulfilling its obligations under this T&C (including but not limited
to any failure of mechanical or electronic equipment or communication lines, telephone
or other interconnect problems);
(vi)
any
unauthorized access, theft, operator errors, hacks, cyber-attacks, spoofing,
phishing or other attacks;
(vii)
any
employee strikes or other labour disputes; and/or
(viii)
any
act, condition or cause beyond our reasonable control (including any Force Majeure
event);
(g)
The
Platforms may link to other websites operated by or with content provided by
third parties, and such other websites may link to the Platforms. Party B has
no control over any such other websites or their contents and shall have no
liability arising out of or related to such websites or their contents. The
existence of any such links does not constitute an endorsement of such
websites, the contents of the websites, or the operators of the websites. Party
B makes no guarantee that the files available for downloading through such
websites shall be free from infection, viruses or other codes that may
contaminate or destroy the properties in Party A¡¯s electronic devices. Party A
shall be responsible for implementing adequate procedures and security measures
in its electronic devices against any possible infection, viruses or other
codes in its course of using the Platforms; and
(h)
Party B has no control over and does not guarantee
the truthfulness, accuracy and completeness of the Personal Information
provided by the End-Users. Party A further acknowledges and agrees that Party B
is not responsible in law or otherwise if the End-Users provide any Personal
Information which is untrue, inaccurate or incomplete or commit any conduct or
action in contravention of this T&C. Party B shall not in any way be liable
or be made a co-defendant in any claim against the End-Users in such circumstance
and Party A hereby agrees to irrevocably waive any potential claim against Party
B.
14.3.
To
the extent permitted by the Applicable Laws, in no event shall Party B be
liable for any indirect, incidental, punitive consequential damages or loss of
profits, revenue data or business opportunities.
14.4.
The
aggregate liability of Party B against Party A in respect of all claims under this
T&C shall in no event exceed the total subscription fee paid by Party A to
Party B for its use of the Services. For the purpose of this Clause 14.4,
a number of claims arising out of the same, related, or similar matters, facts,
or circumstances shall be aggregated and be considered as a single claim._
14.5.
The
provision of the Services by Party B is at all times subject to all legislative
and regulatory changes or actions within Hong Kong or in the Applicable Law. Party
B shall not be liable for any such change or action at any time.
15.
THIRD
PARTIES¡¯ RIGHTS
15.1.
Neither
this T&C nor any document issued pursuant to this T&C shall confer any
benefits on any third parties.
15.2.
No
third party may enforce any term of this T&C or of any provision contained
in any document issued under this T&C.
15.3.
The
provisions of the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of
the laws of Hong Kong are hereby expressly excluded from this T&C and any
other documents issued pursuant thereto.
16.
FORCE
MAJEURE
16.1.
If Party
B is affected by Force Majeure it shall promptly
notify Party A of the nature and extent of the circumstances in question.
16.2.
Notwithstanding
any other provision of this T&C, Party B shall not be deemed to be in
breach of this T&C, or otherwise be liable to Party A, for any delay in
performance or the non-performance of any of its obligations under this T&C,
to the extent that the delay or non-performance is due to any Force Majeure of
which it has notified Party A, and the time for performance of that obligation
shall be extended accordingly.
16.3.
If
the Force Majeure in question prevails for a continuous period in excess of three
(3) months, the Parties shall enter into bona fide discussions with a view to
alleviating its effects, or to agreeing upon such alternative arrangements as may
be fair and reasonable.
17.
JURISDICTION
17.1.
This T&C shall be governed by and
construed in accordance with the laws of Hong Kong.
18.
MISCELLANEOUS
18.1.
Party B reserves the right to change
the provisions under this T&C at any time. Any material changes to the
provisions hereunder will be notified to Party A.
18.2.
Party A shall from time to time execute
and deliver or cause to be executed and delivered all such further documents
and instruments and do or cause to be done all further acts and things as Party
B may, from time to time after the Commencement Date, reasonably require as
being necessary or desirable in order to effectively carry out or better
evidence or perfect the full intent and meaning of this T&C.
18.3.
The insertion of headings into this
T&C as well as the division of this T&C into sections and subsections
is for convenience of reference only and is not to affect the construction or
interpretation of this T&C.
18.4.
Failure or delay in exercising a right
will not constitute a waiver of that right. No Party will be deemed to have
waived the exercise of any right that it holds under this T&C unless such
waiver is made in writing.
18.5.
If any provision of this T&C is
determined to be unenforceable for any reason, such portion of this T&C
will be severed and the remaining provisions will continue in full force and
effect without impairment.
18.6.
Unless otherwise specified, this
T&C constitutes the entire agreement between the Parties in relation to the
subject matter therein.
18.7.
The rights and obligations hereunder
may not be assigned by Party A without the prior written consent of Party B,
which consent may be withheld in the sole and absolute discretion of Party B.
Any attempt to assign any of the rights, duties, or obligations of Party A
without such written consent from Party B will be considered void and Party A
will remain responsible and obligated for and under this T&C.
**The
terms and conditions of this T&C shall be accepted by Party A
on the date where the On-line Registration Form is submitted by Party A to Party B.**
Last updated
: 22 January 2020
Schedule
Part I _ Fee Schedule for the Basic Features
Fee for ACCESS PLAN (Basic Features):
EUR69/One-off/per spot
List of the Basic Features:-
1.
Localized
Listing Party A as one of the Vendor Users on the Mobile Platform.
2.
Creating
one discount or concession coupons for the products and service provided by
Party A on the Mobile Platform, by which the End-Users may use the coupon so
provided by Party A thereon
3.
One official Window Sticker provided by Party
B
Part II - Fee
Schedule for the Additional Features
Fee for CONNECT PLAN (Basic Features & Additional
Features):
EUR49/per month/per spot
List
of the Additional Features:-
1.
Creating
two discount or concession coupons for the products and service provided by
Party A on the Mobile Platform (the “Product”), by which the End-Users may use the
coupon so provided by Party A thereon
2.
Change and update the Products information once per
month for the 3 Products.
3.
One
tweet about Party A on Party B's official WeChat per spot per yearly
subscription
4.
Access
to analytical reports published by Party B from time to time.
5.
Access to Chinese Promotion Materials feature
published by Party B from time to time.
6.
Two official Window Sticker provided by Party B