Terms of service
OVERVIEW
This website is operated by Broadcase Limited. Throughout the site, the terms “we”, “us” and “our” refer to Broadcase Limited. Broadcase Limited offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: [LINK TO REFUND POLICY]
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more details, please review our Refund Policy: [LINK TO REFUND POLICY]
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy, which can be viewed here: [LINK TO PRIVACY POLICY]
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Broadcaseshop, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Broadcaseshop and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of China.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at hello@soaps.so
AFFILIATE MARKETING TERMS & CONDITIONS
BETWEEN:
(1) Broadcase Limited, a private company limited by shares incorporated in Hong Kong (business registration number: 77746071), whose registered office is situated at Room 701, Unit 108, 7/F, Tower B New Mandarin Plaza 14, Science Museum Road Tsim Sha Tsui, Kowloon, Hong Kong (the “Company”); and
(2) [Name], holder of [Country/Region] [●] [Identity Card/Passport No.] [●] and whose correspondence address in [Country/Region] [●] is at [●]/ [Name], a private company limited by shares incorporated in [Country/Region] [●] (business registration number: [●]), whose registered office is situated at [●] (the “Affiliate”).
(The Company and the Affiliate are collectively referred to as the “Parties” and each a “Party”)
RECITALS:
(A) The Company is engaged in the business of manufacturing, marketing, and selling branded consumer products, including but not limited the design, production, and distribution of SOAPS-branded phone cases and related merchandise.
(B) The Affiliate is an independent third party that promotes products/services in exchange for commissions.
1. INTERPRETATIONS
1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
(a) “Effective Date” means [[●]/the date on which this Agreement is entered into];
(b) “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
(c) “HK$” means the lawful currency of Hong Kong;
(d) “Products” means any commercial product/service of the Company, including products currently offered or new products to be developed in the future
1.2 The Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Schedules.
1.3 References to Clauses and Schedules in this Agreement are references to clauses and schedules of this Agreement.
1.4 Headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.5 In this Agreement, words denoting the singular include the plural and vice versa, words denoting one gender include all genders and words denoting persons include corporations and vice versa.
2. SCOPE OF SERVICES
2.1 The Affiliate shall market, promote, and direct potential customers to the Products of the Company using specific URLs provided by the Company. The URLs point to the official sales website of the SOAPS brand.The Affiliate will use its best efforts to actively and effectively advertise, market and promote the Products.
3. FEES AND PAYMENT
3.1 The Company shall pay to the Affiliate a commission set at twenty percent (20%) of the gross sales revenue directed by the specific URLs provided by the Company to the Affiliate, as determined by the Company’s internal sales records.
3.2 For the avoidance of doubt, the commission shall be calculated as a percentage of gross sales revenue, exclusive of any applicable taxes, shipping fees, discounts, returns, refunds, or transactional processing fees. The Company shall provide the Affiliate with read-only access to its Shopify dashboard (or equivalent sales platform) to monitor sales record attributable to the Specific URLs. If the Affiliate disputes the reported revenue, both parties will reconcile records within 15 days. Any underpayment shall be corrected with the next royalty payment.
3.3 Payment of the commission to the Affiliate shall be calculated and paid on a monthly basis, with payment to be made within forty-five (45) days after the close of each calendar quarter, unless otherwise agreed in writing by the Parties. If any unavoidable handling fees or currency exchange rate losses occur during the payment process, they will be deducted from the commission. The Affiliate shall be solely responsible for declaring and paying all applicable income taxes or other tax liabilities arising from the commission in accordance with relevant tax laws and regulations.
4. OBLIGATIONS
4.1 The Affiliate shall actively participate in brand and product promotion through appropriate social media channels. The Company shall be entitled to repost, publish, and otherwise use any such content created by the Affiliate for its own marketing and promotional purposes, and may request original files from the Affiliate as required.
4.2 The Company shall be responsible for all operational matters relating to the manufacture and sale of the Products, including, but not limited to, product listing, fulfillment, and after-sales service, across all official Company websites, online channels, social media platforms, and such offline retail locations as the Company may in its sole discretion determine.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Affiliate hereby represents and warrants to the Company as follows:
(a) (No Third-Party Rights) The content created by the Affiliate related to the Company do not and shall not infringe or violate any intellectual property rights, including but not limited to copyright, design rights, trademarks, moral rights, or other rights of any person, entity, or third party.
(b) (Full Power and Authority) The Affiliate has full power, capacity, and authority to enter into this Agreement, to grant the rights herein, and to perform all obligations under this Agreement without the need for any consent or approval from, or payment to, any third party.
5.2 The Company hereby represents and warrants to the Affiliate as follows:
(a) (Power and Authority) The Company is a company duly incorporated and validly existing under the laws of Hong Kong and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
(b) (Due Authorization) The entry into and performance of this Agreement by the Company have been duly authorized by all necessary corporate actions.
(c) (No Conflict) The execution, delivery, and performance of this Agreement by the Company do not violate any applicable law, regulation, judgment, or contractual obligation binding on the Company.
6. INDEMNITY AND LIABILITY
6.1 The Affiliate agrees to indemnify and defend the Company from all claims, proceedings, liabilities and costs (including legal expenses) resulting from any breach of the representations and warranty under Clause 5.1;
6.2 The Company agrees to indemnify and defend the Affiliate from all claims, proceedings, liabilities and costs (including legal expenses) resulting from any claim that the Products as manufactured, marketed, or sold by the Company cause injury, damage, or harm to any third party.
6.3 If any party shall become aware of any fact or circumstances likely to give rise to any claim for an indemnity under this Clause 6, it shall immediately notify the other and both Parties shall thereupon consult together and use their best endeavours to agree on the manner in which any action, proceeding, claim or demand should be dealt with, each shall further keep the other regularly informed of the progress of any such action, proceeding, claim or demand.
6.4 The Company shall use its best efforts and judgment and due care in developing and selling the Products in accordance with this Agreement, and will not, unless there is fraud, wilful default or negligence, on its part or on the part of its officers, employees, servants or agents, be liable for any loss or damage which the Affiliate may sustain or suffer in relation to the carrying out by the Company of the obligations under this Agreement or any delay or omission in relation thereto.
6.5 In the event that the Company is determined to be at fault or in breach of its obligations under the terms and conditions of this Agreement, the Affiliate agrees that the Company's maximum liability and sole remedy available to the Affiliate shall not exceed the total amount of commission actually paid or payable by the Company to the Affiliate under this Agreement in the twelve (12) months immediately preceding the event giving rise to such liability.
6.6 The Company shall be entitled at any time, without prejudice to any other rights or remedies available to it, to deduct or set off any amounts owed by the Affiliate to the Company against any commission or other payments due to the Affiliate under this Agreement. Such set-off may be made by the Company against any monies payable by the Company to the Affiliate, whether under this Agreement or otherwise, and the Affiliate shall promptly satisfy any remaining balance of such amounts owed upon written demand.
7. TERM AND TERMINATION
7.1 The agreement shall be for a fixed period of [six (6) months] commencing from the Effective Date (“Term”).
7.2 This Agreement shall remain in full force and effect for the Term, unless and until it expires in accordance with its terms or is terminated earlier pursuant to this Clause 7.
7.3 Either Party may terminate this Agreement with immediate effect, without prejudice to any other right or remedy it may have, by giving not less than thirty (30) days’ prior written notice to the other Party.
8. EFFECTS OF TERMINATION
8.1 Upon the effective date of termination or expiration of this Agreement for any reason:
(c) the Affiliate shall promptly return, or at the Company’s request, destroy all Company Confidential Information and other materials belonging to the Company, and certify such destruction if requested; and
(d) the Company shall pay to the Affiliate any outstanding commission properly accrued up to the date of termination in accordance with the terms of this Agreement.
8.2 Termination of this Agreement shall be without prejudice to any accrued rights, remedies, or liabilities of either Party as at the effective date of termination, nor shall it affect the continued validity or enforcement of any provision which is expressly or by implication intended to survive termination, including but not limited to provisions relating to confidentiality, intellectual property, indemnity, representations and warranties, and governing law.
9. FORCE MAJURE
9.1 This Clause shall apply if the performance by either Party of any obligation under this Agreement is prevented, restricted or interfered with by reason of :-
(a) war, revolution, civil commotion, outbreak of epidemics or pandemics or acts of public enemies; or
(b) any law, order, proclamation, policies, regulation, ordinance, demand or requirement of the relevant and applicable laws and regulations;
(c) any other acts whatsoever (whether similar or dissimilar to those referred to in paragraphs (a) and (b) of this Clause 9) which are beyond the reasonable control and without the default or negligence of the Party affected thereby.
9.2 In the event that this Clause 9 applies, the Party so affected shall upon giving notice to the other be excused from such performance to the extent of such prevention, restriction or interference, provided that a Party shall use the best endeavours to resume performance of obligations hereunder with the utmost despatch as soon as the cause of such prevention, restriction or interference is removed and the Parties shall mutually and separately act to minimise any adverse effect of such failure.
10. CONFIDENTIALITY
10.1 Each Party (“Receiving Party”) shall keep confidential all Confidential Information (as defined below) of the other Party (“Disclosing Party”) received in connection with this Agreement and shall not disclose such information to any third party or use it for any purpose other than for performing this Agreement, except as expressly permitted by this Clause.
10.2 For the purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or commercially sensitive information, including but not limited to business affairs, product details, financials, or intellectual property, and the terms of this Agreement, but does not include information:
(a) that is or becomes generally available to the public other than through a breach of this Agreement;
(b) that was lawfully known to the Receiving Party prior to disclosure;
(c) that is lawfully received from a third party without restriction;
(d) that is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or
(e) that is required to be disclosed by law, regulation, or court order.
10.3 Notwithstanding the foregoing, either Party may use or disclose the other Party’s name, logo, branding, or materials directly related to the subject matter of this Agreement for sales, marketing, advertising, or promotional purposes relating to the Products, provided that such use is in accordance with the terms of this Agreement and subject to any agreed brand guidelines or required approvals.
10.4 The obligations under this Clause shall survive for one (1) year following expiration or termination of this Agreement.
11. GENERAL PROVISIONS
11.1 No variation or amendment to this Agreement shall be effective unless it is made in writing and signed by both Parties.
11.2 The Parties shall do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be necessary to give full effect to the terms and intent of this Agreement.
11.3 No failure or delay by any Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by any Party of any breach of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. The rights provided for in this Agreement are cumulative and do not exclude any other rights provided by law.
11.4 If any provision or part of a provision of this Agreement or its application to any Party shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
11.5 This Agreement may be executed in counterparts, each of which when so executed shall be an original all of which together shall constitute one and the same instrument.
11.6 Both Parties acknowledge and agree that they must cooperate in order to ensure that the purposes of this Agreement are achieved. The Company and the Affiliate shall cooperate fully with one another in connection with all matters related to their performance of this Agreement. In the event of dispute between the parties, they shall diligently pursue resolution of such dispute on terms that are reasonably intended to achieve for both parties the purposes of Agreement. If the parties are unable, despite reasonable efforts to resolve any dispute, the differences between the parties shall be resolved in Clause 12.
12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong. Subject to Clause 11.6 above, in the event of any dispute, controversy or claim arising out of or relating to this Agreement, the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.
13. THIRD PARTY RIGHTS
Notwithstanding that a term of this Agreement purports to confer a benefit on any person who is not a party to this Agreement, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Ordinance (Cap.623) to enforce or enjoy the benefit of any provisions of this Agreement.
14. NOTICES
14.1 Any notice or other communication under or in connection with this Agreement shall refer to this Agreement, be in English or Chinese, in writing and, unless otherwise stated, shall be posted, couriered or electronically sent to the relevant party at its (e-mail) address or mailing address set out below (or such other e-mail address and mailing address as the addressee has designated by notice to the other parties):
15.2 Any such communication shall be deemed to be received:
(a) if sent by e-mail on the date of sending provided that any such transmission which is sent after 5.00 p.m. or not on a Business Day shall be deemed to be received at 9.00 a.m. on the following Business Day;
(b) if sent by prepaid post (in the case of local mail), on the third Business Day after the date of posting; or
(c) if sent by international courier or overseas registered/certified airmail, on the fifth Business Day after the date of posting.
16. SURVIVAL
Notwithstanding the termination or expiry of this Agreement for any reason, the provisions of Clause 5 (Representations and Warranties), Clause 6 (Indemnity and Liability), Clause 7 (Termination), Clause 8 (Effects of Termination), Clause 10 (Confidentiality), Clause 12 (Governing Law), Clause 14 (Notices), and this Clause 16 (Survival), together with any other provisions which by their nature or express terms are intended to survive, shall remain in full force and effect and continue to bind the Parties.
17. PRIVACY AND PERSONAL DATA
The Affiliate agrees that Company may collect personal information about [him/her] in order for Company to pay the Affiliate and related administrative and tax matters. Any personal information collected and held by the Company in relation to the Affiliate in the course of providing services may be used by the Company and/or transferred (whether within or outside Hong Kong) by the Company to any of its associated companies or any related or selected service providers, in each case for any purposes relating to the Affiliate’s provision of services to the Company, the Company’s administration and management of its business and for compliance with applicable procedures, laws and regulations. The Affiliate may request access to and correction of personal data by contacting the Company.