Terms of Business

1.1 Superist Asia Limited (“Superist”, “we” or “us”) provides this website, and other software applications / social media platforms (if any) which are owned by us and which are used to promote our own services/products (collectively, the “Site”) to you subject to the terms and conditions hereinbelow (“T&C”). Under these T&C, Superist and you are jointly referred to as the “Parties”, and individually as the “Party”.

1.2 By accessing, using, or merely browsing the Site you agree to be legally bound by these T&C and all terms, policies and guidelines incorporated by reference in these T&C. If you do not agree with these T&C in their entirety, you may not use the Site.

1.3 People who post or send us message on the Site, or casual browsers of the Site, are called “Users”. Users, as the case may be, include Clients and Suppliers.

1.4 Superist is an Affiliate of First Page. All terms, provisions and agreements set forth in the Terms of Business (“TOB”) and The Unbeatable Money-Back Performance Guarantee published on the website of First Page are hereby incorporated into these T&C by reference with the same force and effect as though fully set forth herein, except to the extent (i) expressly modified herein, or (ii) inconsistent with the terms herein, or (iii) adversely affecting any benefit or right of Superist. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control of the subject entity, where “control” is the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. All capitalized words in these T&C, if not specified herein, shall have the same meaning as defined in TOB.

1.5 For the avoidance of doubt, we shall have the same rights of the Company as defined in TOB (especially the termination rights) notwithstanding that we are not bound to adopt any price, rate or refund arrangement as stipulated in TOB.

1.6 These T&C shall automatically apply to (i) our clients / customers who have agreed to purchase our products / services (collectively, “Our Services”), including any brand owner, advertiser or client who enters into agreement with us for Our Services (collectively, “Clients”); (ii) our suppliers (“Suppliers”) who have agreed to supply his products / services for our use (collectively, “Our Use”), including KOL influencers (“KOL Influencers”). For the written agreements which have been or will be entered between us and Clients/Suppliers (the “Commercial Agreements”), these T&C shall be deemed to be incorporated into the Commercial Agreements unless otherwise stated therein.

1.7 No variation or modification of any terms of the Commercial Agreement shall be effective unless made in writing and signed by the authorized representatives of both Parties.

1.8 The Site is not intended to be used by children. Users must be at least eighteen (18) years of age.

1.9 We reserve the right, in our sole discretion, to modify, alter or otherwise update these T&C at any time. Such modifications shall be effective immediately upon posting on the Site and your continued use of the Site (or continued performance of the relevant Commercial Agreement) constitute your acceptance of such modifications. If you do not agree to any modified T&C, you must immediately notify us in writing.

2.1 All the content on the Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content submitted by User on the Site is called “User Content”. User Content submitted by you remains the property of you and you, at the time of submission, irrevocably and unconditionally grant us a worldwide, transferrable, royalty-free, non-exclusive and perpetual licence (“User Content Licence”) to use such User Content in whatever manner for (i) communicating with you; (ii) exploring the future business opportunities; and/or (iii) operating the Site. Unless otherwise stated in any separate agreement to be signed between you and us, User Content you submitted on the Site (but not by email which is marked as confidential) will not be treated as confidential.

2.2 The Site and the Content (other than User Content) shall solely belong to us and shall be protected by copyright and intellectual property laws. All our rights to the Site are expressly reserved. All our trademarks (whether registered or unregistered), product names, company names and logos are our property.

2.3 We reserve the right to, in our sole discretion and without notice and liability, (i) vary or discontinue the Site; and (ii) deny access of the Site to any person for whatever reason.

2.4 Nothing you do on or in relation to the Site will transfer, or licence to you, any of our intellectual property rights.

3.1 You represent and warrant that you will not:

(a) sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use the Site in any way for any public or commercial purpose without our prior written consent;

(b) make any alteration to the Site; translate, decompose, reverse compile, disassemble, and reverse engineer the Site, or attempt to export program source code from the Site, or write or develop derivative software, derivative products or other software based on the Site without our prior written consent;

(c) use the Site or the Content in connection with any spyware, adware, or any other malicious programs or codes;

(d) use the Site in any way that may infringe any legitimate rights of us or any third party;

(e) use the Site in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(f) use the Site in any way that causes, or may cause, damage to the reputation, goodwill or interest of us or any third party;

(g) upload, post, email, offer or otherwise transmit anything in respect of which you have no right (either proprietary, contractual, or fiduciary) to transmit or which is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory or otherwise objectionable;

(h) upload, post, transmit, distribute, store, create or otherwise publish through the viruses, corrupted data or other harmful, disruptive or destructive files;

(i) impersonate any person or entity by way of transmitting any forged or manipulated content through the use of the Site, or otherwise misrepresents your affiliation with a person or entity;

(j) upload, post, email, offer or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", or any other form of solicitation, except for the advertisements or promotional materials which are expressly requested or authorized by us in writing in advance;

(k) upload, post, email or otherwise transmit anything that contains software viruses or any other computer code, files or programs that would interrupt, destroy or limit the functionality of the Site and/or computer software or hardware or telecommunications equipment operating the Site;

(l) interfere with or disrupt the Site or servers or networks through which the Site is operated, or violate any requirements, procedures, policies or regulations of such servers or networks;

(m) collect or store personally identifiable information about other Users; and

(n) use any trademarks, service marks or materials appearing on the Site, including any logos, without express written consent of us (or the owner of such marks or materials, as the case may be).

3.2 We have right (but not obligation) to pre-screen any of User Content. We, in our sole discretion and without notice and liability to you, reject or remove any User Content submitted by you.

4.1 You use the Site at your own risk. You must evaluate and bear all risks associated with, the use of any Content, including reliance on the accuracy, completeness or usefulness of any Content.

4.2 We endeavour to provide a convenient and functional Site, but we do not guarantee that the Site/Content will be error free or that the Site or the server that operates it are free of viruses or other harmful components.

4.3 Everything on the Site is provided to you "as is" and "as available" without warranty or condition of any kind, either expressed or implied, including, but not limited to, any implied warranties of fitness for a particular purpose, or non-infringement. We exclude all representations and warranties to the fullest extent permissible under any applicable laws.

4.4 If a jurisdiction does not allow the exclusion of implied warranties in accordance with Clause 4.3 but allows limitations of a certain maximum extent then we limit our warranties to that extent.

4.5 We shall be in no way liable for any loss or damage (whether direct or indirect, whether contractual or non-contractual) arising from your User Content and/or your use of the Site.

5.1 We have not reviewed all of the sites linked to this Site (“Third-party Sites”) and are not responsible for the content or accuracy of any off-site pages or any other sites linked to this Site (including the sites linked through advertisements or through any search engines).

5.2 We provide some Third-party Sites, for convenience only, to those interested in this information and the links do not imply our endorsement, adoption or sponsorship of, or affiliation with such Third-Party Site. Some of them which appear on the Site are automatically generated, and may be offensive or inappropriate to some people.

We do not monitor or have any control over, and make no claim or representation regarding the Third-Party Sites. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Sites. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

6.1 You represent and warrant that (i) you own and control all of the rights to the User Content, information and data that you post and permit us to collect, or you otherwise have the lawful right to collect, post and distribute that User Content, information and data to or through the Site; (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any legitimate rights of or cause injury to any person or entity; (iii) you use the Site in a lawful manner only; and (iv) you have the ownership or otherwise all necessary approvals and consents to grant to us the User Content Licence.

6.2 You further represent and warrant that you will indemnify and hold us harmless from and against any and all Claims and Losses suffered by us arising from the following:

(i) any breach of your representations, warranties, covenants and obligations set forth in these T&C;

(ii) your negligence or willful misconduct;

(iii) your infringement of third party’s or our Intellectual Property Rights; or

(iv) any violation by you of any applicable laws.

“Claims” means any claims, demands, or causes of action brought by a third party. “Losses” means losses, damages, liabilities, penalties, fines, awards, costs and expenses (including reasonable outside legal and other professional expenses). “Intellectual Property Rights (IPR)” means all patents, rights to inventions, utility models, copyright and related rights, 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 right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registrable or not, and 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.

ALL USERS, INCLUDING CLIENTS AND SUPPLIERS, ACKNOWLEDGE AND AGREE THAT THE SITE AND OUR SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ERRORS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND GUARANTEES REGARDING: (I) THE PERFORMANCE, ACCURACY, QUALITY AND RESULTS OF OUR ADVERTISING SERVICES, INCLUDING CLICK RATES, CONVERSIONS, TRAFFIC, VIEWS, VISITORS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT USERS OF CLIENTS’ WEBSITES, AND (II) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING OF ADVERTISEMENT. WE SHALL NOT BE LIABLE FOR LATE PERFORMANCE OR NON-PERFORMANCE DUE TO CAUSES BEYOND OUR REASONABLE CONTROL. WE MAY NOT BE ABLE TO ACHIEVE OUR CLIENT’S / CUSTOMER’S SPECIFIC EXPECTATION. WE DO NOT REPRESENT OR WARRANT THAT (I) THE SITE AND THE CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (II) THE SITE AND OUR SERVICES ARE UNINTERRUPTED OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY LIABILITY OR ANY COST OF YOUR SERVICING, REPAIR OR CORRECTION RESULTING FROM YOUR USE OF THIS SITE. WE ARE NOT RESPONSIBLE FOR ANY USER CONTENT OR ANY CONDUCT OF ANY USER. NEITHER WE NOR OUR AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH OUR SERVICES, THE SITE, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE DISCLAIMERS AND LIMITATIONS SET FORTH BELOW IN THESE T&C SHALL ALWAYS APPLY IN WHATEVER AGREEMENTS WE SIGN WITH ANY PERSON OR ENTITY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.

8.1 Client Preferred Suppliers: If Client enters into arrangements with third party supplier(s) regarding the provision of materials or services for Client’s project (“Client Preferred Suppliers”) and requests us to utilize or cooperate with such Client Preferred Suppliers in the discharge of our obligations under the Commercial Agreement, Client shall be solely responsible for Client Preferred Suppliers. Unless otherwise agreed by both Parties in writing, we shall be liberty (but not obliged) to cooperate with Client Preferred Suppliers. We shall reserve the right to request for additional compensation to be paid to us for the said cooperation work subject to further written agreement between the Parties.

8.2 Assignment: We shall be at liberty to assign Our Services (or any portion thereof) to any of our Affiliates without your prior written consent.

8.3 Our Deliverables: We shall be in no way liable for (i) unauthorized or improper use of Deliverables by Client and/or any consequences caused by (a) Client Materials or (b) any breach of Client under Commercial Agreement. The term “Our Deliverables” means all work products created or developed by us due to the performance of Our Services. Unless otherwise specified in the Commercial Agreement, none of Our Deliverables shall be regarded as work made for hire and no ownership/copyright/IPR of such Deliverables is transferred, granted or licenced to Client. We will not be liable for any consequence directly or indirectly caused by the breach, delay or other reason of Client (e.g. late response) or any third party (e.g. media, search engine). No matter what, no right of Deliverables will be transferred, granted or licenced to Client if Client fails to pay us all relevant fees in full and in timely manner.

Client Materials: Client agrees to grant all necessary licensed rights, on non-exclusive and royalty-free basis, for us to use Client Materials and to exploit IPR in relation thereto solely for provision of Our Services under the Commercial Agreement. Such licensed rights may be transferable if such transfer is necessary in order to provide Our Services. “Client Materials” means any data or information, content or materials provided by Client (e.g. Client’s logo) or by any third party at the direction of Client for provision of Our Services. Client Materials also include the content appearing on Client’s website to which unlimited administrative/backend access shall be granted to us for the sole purpose of the provision of Our Services (when involving SEO, Paid Media or Social Advertising, please refer to TOB).

8.5 Non-Guaranteed Rebates: Both Parties acknowledge and agree that Non-Guaranteed Rebates may be provided to us or our Affiliate as a fixed amount or share of expenditure, as a consequence of Client’s media spend. Non-Guaranteed Rebates shall solely belong to us who shall be at liberty (but not obliged) to share with any person. “Non-Guaranteed Rebates” means any and all third party payments, incentives or other benefits (including cash rebates or other incentives, volume bonifications; receipt of a volume discount or compensation from media buys; discounted or unpaid media space or inventory; volume, early payment or other discounts; commissions; compensation, refunds or bonuses; bonus inventory, free or discounted media, sponsorship or promotional space; consulting or research agreements, service level agreements or any other source of financial or other benefit) receivable directly or indirectly by us or our Affiliate from third parties, including media, which are either directly or indirectly related to: (i) Client’s media spend; and/or (ii) the aggregate traded volume across all or multiple clients of us or our Affiliate with the relevant media or its Affiliate, regardless as to whether these amounts or benefits are calculated on the basis of actual or anticipated media volume or given as a fixed amount and regardless of whether these amounts are given in advance or for achievement of particular spending thresholds.

8.6 Further representations and warranties: Client hereby further represents and warrants that:

(i) it has full power and authority to enter into the Commercial Agreement;

(ii) it has obtained all necessary approvals and consents and it is under no contractual or other restrictions or obligations which may prevent it to enter into and perform the Commercial Agreement;

(iii) Client’s IPR and Client Materials, when used by us in accordance with the Commercial Agreement or any written instructions given by Client, will not violate any applicable laws or infringe any third party’s legitimate rights;

(iv) it will comply with all applicable laws in connection with its performance under the Commercial Agreement;

(v) it will grant all necessary licensed rights for us to use Client’s IPR and Client Materials for provision of Our Services and will give support as reasonably requested by us;

(vi) it will not do any acts which may infringe or cause any harm to IPR of us or our Affiliate;

(vii) it will not do any acts which may cause damages to our and our Affiliate’s reputation or goodwill;

(viii) it will not request us to publish or cause to be published any information or material which:

• - is false or misleading;
• - is threatening, pornographic, blasphemous, obscene or otherwise offensive;
• - is defamatory;
• - infringes any person’s IPR; or
• - infringes any applicable laws.

8.7 When Client’s service request involves China media: Client hereby agrees, represents and warrants that all advertising links and the content thereof and all advertising materials that it provides to us and the product/service in such advertisement:

(i) are authentic and legitimate;

(ii) do not violate any applicable laws in China, including PIPL; and

(iii) do not violate any regulation as imposed by the relevant media in China.

8.8 When Client’s service request involves SEO: We will not provide unlimited revision or campaign updates/uploads. No performance guarantee will apply unless otherwise specified expressly in the Commercial Agreement and we shall not be liable in any of the following situations:

(i) Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory

(ii) There may be ongoing changes in search engine ranking algorithms and other competitive factors and ranking cannot be 100% guaranteed due to the competitiveness of some keywords/phrases;

(iii) There may be ranking/traffic/indexing issues related to Google Sandbox;

(iv) The Commercial Agreement does not include the services dealing with the technical issues (e.g. speed of Client’s website) which may affect the SEO performance.

8.9 Our termination rights: Besides the termination rights as stipulated in TOB and other termination rights as specified, if any, in the Commercial Agreement, we shall have right to terminate the Commercial Agreement forthwith (with or without notice) in any of the following events:

(i) Client commits any breach of the Commercial Agreement and such breach, in our opinion, is a material breach;

(ii) Client becomes insolvent or a receiver is appointed to the possession of all or substantially all of his property; or

(iii) Client has been made the subject of proceedings or procedure for bankruptcy, dissolution, insolvency or liquidation.

8.10 Indemnification: Client shall fully indemnify us and hold us harmless against all Losses and Claims in connection with (i) any breach of Client under the Commercial Agreement, including any breach of this Section 8 which has been incorporated thereto; (ii) arising from Client’s IPR or Client Materials; and/or (iii) termination of the Commercial Agreement by us pursuant to Clause 8.9 above.

9.1 Relationship: Supplier’s services (“Your Services”) and Work Products will be rendered by Supplier as an independent contractor. Supplier has no power or authority, expressed or implied, to make any commitment or incur any obligations on behalf of us and/or our Affiliate.

9.2 Work Products of Supplier: The term “Work Products” shall mean all work products generated (i) by Supplier solely (or jointly with us, or with other third parties subject to our prior written approval) in the performance of Your Services; and/or (ii) KOL Influencer(s) who is/are managed by Supplier, including any notes, material, drawings, designs, concepts, copyrights. Work Products include all finished and/or semi-finished deliverables which may be partially completed at the time of termination of the Commercial Agreement.

9.3 Ownership of Work Products: Any and all works created by Supplier, unless otherwise specified in the Commercial Agreement, shall be deemed works made for hire and all rights pertaining to Work Products, including all copyrights, shall be automatically transferred to us at the time of creation and shall become our sole and exclusive property. If we agree and accept no full ownership of Work Products, then Supplier hereby grants to us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide and unconditional license (including the sub-licensing right) to post, distribute, publish, broadcast, apply, implement, process or use otherwise any of Work Products on any website, internet, network, computer system or application, media platform(s)/channel(s).

9.4 Preparation of Work Products: Unless otherwise specified in the Commercial Agreement, Supplier shall be solely responsible for the resources, labour, materials, plants, tools, instruments, equipment (whether hardware or software) to perform Your Services as described in the Commercial Agreement. Without prejudice to the foregoing terms, we shall be at liberty (but not obliged) to supply to Supplier certain material / content which may include third party’s IPR (collectively, “Our Materials”) and Supplier shall strictly follow our instructions to use Our Materials solely for the purpose of supplying Your Services / Work Products to us. Supplier shall also comply with the terms and conditions applicable to such third party’s IPR, if any, in Our Materials.

9.5 Representation and Warranties of Supplier: Supplier hereby represents and warrants to us that:

(i) it has the necessary skills, qualifications and resources to fulfil its obligations under the Commercial Agreement;

(ii) Your Services and Work Products will be produced to a standard acceptable to us and fit for the purposes expressly or implicitly made known to Supplier;

(iii) it has all the necessary approvals or consents to enable it to produce and deliver Your Services / Work Products and it is under no contractual or other restrictions or obligations which may prevent it to enter into and execute the Commercial Agreement or which will interfere with the performance of Your Services;

(iv) Your Services and Work Products (except for Our Materials) will not violate any applicable laws and will not infringe any third party’s legitimate rights;

(v) The Work Products will not cause any harm to any website, internet, network, computer system or application, and/or any media platform(s)/channel(s) on which the Work Products will be distributed, published, broadcast, applied, implemented, processed or used otherwise (collectively, the “Platforms”);

(vi) Distribution, publication, broadcasting, application, implementation, processing and any other usage of the Work Products by us or any other person as authorized or permitted by us will neither violate any applicable laws (including the laws related to advertising and broadcasting) nor cause any breach of any applicable rules or regulations of the relevant Platforms; and

(vii) As the case may be, it will cause the KOL Influencers to bear the duties equivalent to the duties of Supplier herein and it will be fully responsible for any breach of the KOL Influencers.

9.6 Our termination rights: Besides the termination rights as specified, if any, in the Commercial Agreement, we shall also have right to terminate the Commercial Agreement (with or without notice) in any of the following events:

(i) Supplier commits any breach of the Commercial Agreement and such breach, in our opinion, is a material breach;

(ii) Supplier commits any breach of the Commercial Agreement and, in the case of a breach capable of remedy, fails to remedy the same within fourteen (14) days (or other duration otherwise agreed by us in writing) after receipt of a written notice giving particulars of the breach and requiring it to be remedied;

(iii) Supplier becomes insolvent or a receiver is appointed to the possession of all or substantially all of his property; or

(iv) Supplier has been made the subject of proceedings or procedure for dissolution, insolvency or liquidation.

9.7 Indemnification: Suppler shall fully indemnify us and hold us harmless against all Losses and Claims in connection with (i) any breach of Supplier under the Commercial Agreement, including any breach of this Section 9 which has been incorporated thereto; (ii) arising from Your Services / Work Products; and/or (iii) and/or (iii) termination of the Commercial Agreement by us pursuant to Clause 9.6 above. We reserve the right to withhold payment or request refund, pro rata, for any part of Your Services which has not been duly delivered to us. Unless otherwise agreed by both Parties in writing, we shall not be liable for any fees, costs, disbursements, reimbursements, third party costs or any additional charges save and except for the amount(s) which is/are explicitly specified in the Commercial Agreement.

Termination for convenience: We shall have right to terminate the Commercial Agreement by giving 21 days’ notice to Supplier for convenience notwithstanding that we shall be obliged to pay all the fees for Your Services and Work Products duly delivered to us up to the date of termination.

10.1 “Confidential Information” means any information, data and/or material disclosed by either party (“Disclosing Party”) to the opposite party (“Receiving Party”) whether disclosed orally, electronically, pictorially, in writing, by observation during site visit, or in any other form which relates to any aspect of the businesses of Disclosing Party, including business or trade secrets, business plans, customer information, demonstrations, devices, concepts, drawings, formulas, instructions, know-how, algorithms, logistic information, marketing strategies, pricing information, sales information, product specifications, statistics, supplier information, technologies, and whether or not such information, data and/or material is expressly stated to be confidential or marked as such. Confidential Information also includes any fact, detail, information, terms or conditions, discussions concerning the Commercial Agreement. Nevertheless, Confidential Information does not include information which (i) is already in Receiving Party’s possession prior to or at the time of the Commercial Agreement without legal or fiduciary obligations of confidence; or (ii) is or becomes generally available to the public not resulting from any breach of legal or fiduciary obligations of confidence; or (iii) is independently developed by Receiving Party without any use of or reference to the Confidential Information of Disclosing Party, but provided that Receiving Party shall be responsible for appropriately certifying the aforesaid exclusion upon request of Disclosing Party.

10.2 Receiving Party shall:

• (i) treat all Confidential Information of Disclosing Party confidential;
• (ii) not disclose Confidential Information to any of its representatives, except on a “need to know” basis to such person who shall have previously signed a non-disclosure agreement containing provisions substantially as protective as this Clause;
• (iii) not disclose Disclosing Party’s Confidential Information to any third party unless it has first obtained the written consent of Disclosing Party and such third party has signed a non-disclosure agreement containing provisions substantially as protective as this Clause; and
• (iv) use Disclosing Party’s Confidential Information solely for its performance of the Commercial Agreement.

10.3 Each Party is permitted to disclose the other Party’s Confidential Information if required by law or any competent authority so long as the other Party is given prompt written notice of that requirement before disclosure.

10.4 Upon expiry or termination of the Commercial Agreement, and at any time upon request of Disclosing Party, Receiving Party shall destroy, return or dispose of Disclosing Party’s Confidential Information (including all copies) in accordance with Disclosing Party’s instructions.

10.5 Confidential Information of Disclosing Party shall remain the exclusive property of Disclosing Party.

10.6 Both Parties agree that any breach or threatened breach regarding the treatment of Confidential Information may result in irreparable harm to Disclosing Party for which there may be no adequate remedy at law and Disclosing Party shall be entitled to seek injunction relief in addition to all other remedies available in law or at equity.

10.7 The obligations under this Clause 10 shall survive the termination of the Commercial Agreement.

11.1 These T&C and all Commercial Agreements shall be construed and governed by the laws of Hong Kong.

11.2 Where any dispute arises in relation to these T&C or the Commercial Agreement, both Parties will make genuine efforts to resolve the dispute by negotiation between the Parties (ensuring the dispute is internally escalated to the appropriate levels of management as required). In case no settlement could be reached, such disputes shall be finally settled by a competent court in Hong Kong. Both Parties agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong.

11.3 In case of any conflict or contradiction between the provision(s) of the Commercial Agreement (or the quotation / purchase order / agreement which is prepared / provided by Client / Supplier) and the provision(s) of these T&C, these T&C shall prevail.

12. Personal Data

12.1 All Clients and Suppliers shall duly observe and comply with all applicable privacy laws, including UK GDPR, the Data Protection Act 2018, Personal Data (Privacy) Ordinance (Cap. 486 of the laws of Hong Kong), Personal Information Protection Law of PRC.

12.2 Unless otherwise specified in the Commercial Agreement, Our Services will not include collection, storage or processing of any personal data, as transferred from or instructed by Client. Should there be any personal data transferred to us from, or to be collected on behalf of Client / Supplier, such Client / Supplier shall be fully and solely responsible to obtain all necessary approvals and consents in advance and shall hold us harmless against any Losses and Claims arising from the said transfer or collection.

12.3 For other Users of the Site, please refer to our Privacy Policy, available at [hyperlink] on how we collect, use, and disclose your personally identifiable information (if any). By using the Site, you agree to our Personal Information Collection Statement (PICS) and Privacy Policy.

13.1 The word “Site” means “Site (or any part thereof)”. The word “Content” means “Content (or any part thereof)”. The words “including” and “include(s)” mean “including / include(s), without limitation.”

13.2 Headings are inserted for ease of reference only and shall not affect the interpretation of these T&C. Words importing the singular shall include the plural and vice versa; words importing a gender shall include all other genders.

13.3 Any negative obligation imposed on you shall be construed as if it were also an obligation not to permit or suffer the act or thing in question, and any positive obligation imposed on you shall be construed as if it were also an obligation to procure that the act or thing in question be done.