1. Application and Acceptance of the User Agreement
1.2. By accessing or using Sourcing, you undertake and warrant that this User Agreement constitutes your legal, binding and enforceable obligations, and all actions needed to authorise your entry into and performance of this User Agreement have been taken.
1.3. You acknowledge and agree that HKTDC may amend any of the terms of this User Agreement at any time by posting the relevant amended and restated User Agreement on a website forming part of Sourcing. By continuing to use or access Sourcing, you agree that the amended User Agreement will apply to you.
1.4. If HKTDC has posted or provided a translation of the English language version of the User Agreement, you agree that the translation is provided for convenience only and that the English language version will govern your use of and access to Sourcing.
1.5. The User Agreement may not otherwise be modified except in writing by an authorized officer of HKTDC.
2. Use of Sourcing
2.1. You may only use Sourcing for your own employment, trade, professional or business purposes as a purchasing resource. Except as aforesaid you may not copy, reproduce, publish, distribute, sell, divert, create derivative works from or, in any way directly or indirectly in competition with HKTDC, commercially exploit the Content available on Sourcing in whole or in part. You must not delete or change any copyright or other proprietary notice on any Content available from or obtained through Sourcing. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Content in whole or in part, without prior written permission from HKTDC, is strictly prohibited.
2.2. Only a User authorised by HKTDC and/or such User's authorised employees may use Sourcing. You may not transfer all or any of your rights or obligations under this User Agreement to any other person and this User Agreement is personal to the authorised User.
2.3. Users must exercise and rely solely on their own skill and judgment in your use and interpretation of the Content. You are responsible to ensure that your use of the Content complies with all applicable legal requirements.
2.4. HKTDC is not responsible for the conduct of any User of Sourcing, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
2.5. HKTDC reserves the right to levy fees or charges on any of the services, information or Content comprised in Sourcing or provided by HKTDC. If HKTDC decides to levy such a charge, we will publish the amount or rate therefor, identifying the services concerned, by a general message on all of the Sourcing websites. By requesting, commencing or continuing the use of the relevant service, information or Content at any time after such publication, you agree to pay HKTDC such charges.
2.6. By accepting this User Agreement through your use or access to Sourcing, you represent that you are (a) a person of legal age and able to form a legally binding contract in the jurisdiction in which you are a resident and from which you use Sourcing, (b) permitted to receive Sourcing under the laws of the jurisdiction in which you are a resident and from which you use it and (c) a reasonably sophisticated user of online transaction services. If you do not agree to (or cannot comply with) this clause, you do not have HKTDC's permission to use Sourcing.
2.7. Users shall be solely responsible for all information and content they post on or transmit via Sourcing.
2.8. While accessing or using Sourcing, you represent, warrant and agree that you will not:
2.8.1. Post or transmit false, inaccurate, misleading, defamatory, libelous, discriminatory, threatening or harassing, objectionable, offensive or unlawful content;
2.8.2. Violate or promote, aid or abet any activity which may violate any applicable laws (including without limitation those governing export control, consumer protection, unfair competition, or false advertising), regulations, HKTDC policies (including without limitation the Product Listing Policy), or third party rights such as intellectual property rights;
2.8.3. Undertake any action which may undermine the integrity of HKTDC’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User;
2.8.4. Transfer your HKTDC Account (including your User ID and Password) to another party without prior written consent from HKTDC;
2.8.5. Distribute spam, bulk electronic communications, chain letters, or pyramid schemes;
2.8.6. Distribute viruses or any other technologies that may harm HKTDC or its websites, or the interests or property of other users;
2.8.7. Undertake any actions to undermine the integrity of the computer systems or networks of HKTDC and/or any other User nor to gain unauthorized access to such computer systems or networks;
2.8.8. Aggregate information of other Users, including, but not limited to, their email addresses and User IDs, without their advance consent, nor make any attempt to copy, reproduce, exploit or expropriate HKTDC’s various proprietary directories, databases and listings;
2.8.9. Link directly or indirectly to any other websites which include content that may violate this User Agreement;
2.8.10. Use Sourcing to defraud any person (including without limitation sales of stolen items, or use of stolen credit/debit cards); or
2.8.11. Impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity.
2.9. While accessing or using Sourcing, you represent, warrant and agree that you will conduct your business transactions with other Users in good faith.
2.10. By posting or displaying any content or other information on Sourcing or providing the same to HKTDC or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and freely sub-licensable (through multiple tiers) license to HKTDC to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of such content or information in any form, media, or technology now known or not currently known in any manner and for any purpose. You confirm and warrant to HKTDC that you have all the rights, power and authority necessary to grant the above license.
3. Your Information
3.1. You agree to provide such information as may be reasonably requested by HKTDC in connection with your use of Sourcing.
3.2. You hereby warrant and represent that all information, including registration information, supplied by you to HKTDC or HKTDC Affiliates through Sourcing is complete, true, up-to-date and accurate and that you will maintain it as such. HKTDC and HKTDC Affiliates are entitled to rely on such information.
3.3. Although secure socket layer has been installed on Sourcing, all your information is sent at your sole risk to HKTDC and open for all users' or public access without limitation and for avoidance of doubt, unauthorised third parties may be able to access such information during its transmission.
4.1. Except with HKTDC’s approval, one User may only register one account on Sourcing. HKTDC may cancel or terminate a User’s account if HKTDC has reasons to suspect that the User has concurrently registered or is in control of two or more member accounts. HKTDC may reject User’s application for registration or terminate a User’s account for any reason.
4.2. Upon registration, HKTDC shall assign an account and issue the User a member ID and password (the latter shall be chosen by a registered User during registration).
4.3. Each set of member ID and password is unique to a single account. Each user shall be solely responsible for maintaining the confidentiality and security of its member ID and password. No User may share, assign, or permit the use of its account, ID or password by another person outside of the User's own business entity. User agrees to notify HKTDC immediately on becoming aware of any unauthorized use of accounts or any other breach of security.
4.4. User agrees that all activities occuring under their account (including without limitation, posting any company or product information, entering any sale or purchase contracts, subscribing to or making any payment for any services) will be deemed to have been authorized by the User and the User accepts responsibility for them.
5. Provision of Sourcing
5.1. You must register as a member of Sourcing in order to access and use certain services comprised therein. Further, HKTDC reserves the right, without prior notice, to restrict access to or use of Sourcing (or any features or services within it) to any paying User, or prevent or restrict any User from accessing or using Sourcing, or permit access or use only subject to certain conditions, in its sole and absolute discretion, without need to give any reason.
5.2. HKTDC may launch, change, upgrade, impose conditions on, suspend, or stop Sourcing (or any features or services within it) without prior notice.
5.3. HKTDC shall have the sole and absolute right to determine the Content and the way Content is provided to User. User confirms that HKTDC may, at its sole discretion, remove, modify, upgrade, suspend, cancel or terminate access to any and all of the Content at any time without prior notice to User.
5.4. User acknowledges and agrees that HKTDC shall not be liable to any party for any limitation on the use of the Content set by HKTDC, or any unavailability of the Content at any time.
5.5. User acknowledges and agrees that certain Content offered via Sourcing may be provided by a third party, including but not limited to that provided by other Users of Sourcing and third party payment processors. Any such third party Content is the sole responsibility of the party who provided it, and HKTDC shall have no liability therefor, including its accuracy, propriety, lawfulness or truthfulness. HKTDC does not vet third party Content, nor endorse or recommend any person, product or service described therein, and shall not be liable to any User in connection with a User's reliance on the same.
5.6. You acknowledge that the websites comprised within Sourcing rely on the internet which is an inherently unreliable and insecure medium of communication and that such unreliability and insecurity is beyond the control of HKTDC or HKTDC Affiliates. Any access to Sourcing or transactions through it may be subject to interruption, transmission blackout, internet viruses, unauthorised access, delayed transmission or incorrect data transmission.
5.7. You are responsible for providing and maintaining necessary telecommunication lines, software and equipment to access Sourcing and to retrieve Content and for all associated costs.
5.8. HKTDC reserves the right to suspend the provision of Sourcing or any part of it if and for so long as any circumstances (within or beyond our control) occur which prevent us from being able to provide it. The Content, features or functions which are available to one class of users of Sourcing may not be available to another class of users. We may group users into different classes using any criteria we deem fit.
5.9. The amount of Content which may be available to a User during any period may from time to time be limited or changed by us at our sole and absolute discretion without notice to that user and may be different from that available to another user.
6. Transactions between Suppliers and Buyers
6.1. Notwithstanding the provision of any Sourcing Credit, User acknowledges and agrees that HKTDC provides a platform only and is not a party to, nor is it in any way involved in, any transaction carried out through or facilitated by Sourcing as a buyer, supplier or trading counterparty, and HKTDC does not represent any supplier or buyer.
6.2. HKTDC may at its sole discretion offer Sourcing Credit from time to time although it has no obligation to do so. Any Sourcing Credit shall be subject to the applicable Sourcing Credit Terms which the User must accept in order to qualify for any Sourcing Credit. Any Sourcing Credit to be given will be subject to HKTDC’s verification of entitlement and compliance with the Sourcing Credit Terms. In case of any dispute, HKTDC shall have the final right of decision. The timing of the payment or crediting of any Sourcing Credit may be delayed for verification, processing and/or other reasons. HKTDC makes not representation or warranties as to the timing of the payment/crediting of any Sourcing Credit and shall not be held liable or responsible howsoever for any delays or failure in payment/crediting or otherwise arising out of any Sourcing Credit arrangements.
6.3. User assumes full responsibility for all risks and liabilities in connection with the purchase or sale of products through Sourcing and acknowledges and agrees that HKTDC shall not be responsible or liable for any actions, demands, claims, damages, liabilities, costs, inconveniences, business disruption or expenditures of any nature that may arise as a result of or relating to any actual or contemplated transaction (including without limitation: the lawfulness of the goods or services offered for sale through Sourcing, the ability of suppliers to complete a sale (including but not limited to stock and logistics affairs) or of buyers to complete a purchase, any delay in the timing or other arrangements with respect to the buyer’s payment or seller’s delivery for any particular transaction(s) (including without limitation ,whether or not such delay is caused by delay in payment of any Sourcing Credit), misrepresentation, quality, quantity, safety, mislabeling, defects in products or Content, insolvency or overdue payment, fraudulent schemes, breach of warranties and delivery mishap).
6.4. In the event User has a dispute with any trading counterparty or other User, User agrees to indemnify and hold HKTDC harmless from any and all damages (including actual, direct, indirect, consequential and special damages) or expenses (including but not limited to those for claims, requests, actions, or demands (including court expenses and attorney fees)) suffered or incurred by HKTDC therefor.
6.5. By confirming a purchase at the end of the checkout process, you agree to accept and pay for the item(s) purchased and comply with any terms of sale imposed by the supplier. You understand and accept that any delay in payment may constitute a breach of your contract with the supplier, and you shall be solely responsible for such breach. To the fullest extent permissible under the applicable laws, you acknowledge, agree and accept that HKTDC has no control over and shall not be responsible or held liable for any such breach. For the avoidance of doubt and without prejudice to the foregoing, this provision applies even where HKTDC has delayed or failed to pay any Sourcing Credit.
6.6. By offering goods or services for sale through Sourcing, you understand that a binding contract may be formed when a User finally confirms a purchase at the end of the checkout process, and agree to fulfil such contract including by delivering such goods and/or services according to the buyer's purchase, Content you have posted, and any collateral communications with the buyer, and you shall be solely responsible for any breach. Suppliers should hold and reserve stocks for buyers once they have placed their order, regardless of whether payment has been made. You acknowledge and accept that HKTDC has no control over any breach. For the avoidance of doubt and without prejudice to the foregoing, this provision applies even where HKTDC has delayed or failed to pay any Sourcing Credit.
6.7. HKTDC reserves the right to charge a service fee for and/or commission on transactions taking place through Sourcing on reasonable prior notice to you in accordance with clause 2.5. You hereby authorize HKTDC to instruct any third party payment processor (such as PayPal) used in a transaction to deduct any and all outstanding service fees and/or commissions due from you from amounts you transact and transfer the same to HKTDC for settlement of its outstanding service fees.
6.8. User understands and accepts that each and every transaction taking place through Sourcing is limited to USD10,000.
6.9. User acknowledges and agrees that when purchasing goods and/or services, any customs fees, taxes, levies or duties incurred from the transaction will be paid by them.
6.10. User acknowledges and agrees that shipping rates provided on Sourcing are only estimates. The final shipping rate depends on the courier when the shipment is picked. User assumes full responsibility when setting a fixed shipping fee.
6.11. When required by the government, law enforcement body, or obligee whose legitimate right has been injured, or forced by subpoena or other legal document, HKTDC may disclose a User’s identity and contact information. User agrees not to bring any action or claim against HKTDC for such disclosure.
7. Content Translation
Some of the Content in English may have been translated into languages other than English by automatic translation software. HKTDC is not responsible for any difference between the original language of Content and automatically translated language versions of the Content and, where there is any conflict, the English version shall prevail.
8. Disclaimer & Limitation of Liability
8.1. Use of Sourcing is at your sole and absolute risk.
HKTDC and the HKTDC Affiliates do not warrant, guarantee or assume any liability and/or responsibility that:
Certain information, statements, photographs and illustrations on Sourcing are provided by advertisers and exhibitors. The placing of such materials by HKTDC is made in good faith. HKTDC is not associated in any way with and is not the agent of the advertisers and exhibitors, and makes no representation or warranty regarding the advertisers and exhibitors, their products or the potential infringement of any intellectual property rights or other rights of any third parties and accepts no responsibility, liability or obligation, in relation to any of the said materials . Inclusion of any particular advertisement or other information does not mean that goods or services advertised or listed therein have the approval of or are endorsed by HKTDC or comply with applicable laws and regulations. It is recommended that normal precautions be taken before any business is transacted with any advertiser or exhibitor. Correspondence concerning any alleged infringement of any design, copyright, patent, trademark or other intellectual property rights, or any non-compliance with any law or regulation, should be addressed directly to the advertiser or exhibitor concerned and not to HKTDC;
the Content is accurate, adequate, true, current or reliable, or may be used for any purpose other than for general reference, or that any results, losses or damages whatsoever may be obtained from using the Content;
the Content is free of defect, error, omission, virus or anything which may change, erase, add to or damage your software, data, hardware, equipment or any infringement of intellectual property rights whatsoever; or
defects in Sourcing will be corrected.
Any Sourcing Credit will be made/paid if the claim does not fulfil HKTDC’s Sourcing Credit Terms or verification, or that any Sourcing Credit will be made/paid on a timely basis.
8.2. To the maximum extent permitted by law, Sourcing and any Sourcing Credit is provided "as is", "as available" and “with all faults”, and HKTDC hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability, non-infringement or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
8.3. To the maximum extent permitted by law, HKTDC makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any Content. HKTDC does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on Sourcing does not violate any third party rights; and HKTDC makes no representations or warranties of any kind concerning any product or service offered or displayed on Sourcing.
8.4. Any material downloaded or otherwise obtained through Sourcing is done at the User's sole discretion and risk and User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from HKTDC or through or from Sourcing shall create any warranty on the part of HKTDC not expressly stated herein.
8.5. HKTDC may make available to the User services or products provided by independent third parties (including without limitation any Sourcing Credit), which may be subject to additional terms and conditions. No warranty or representation is made with regard to such services or products. In no event shall HKTDC or our affiliates be held liable for any such services or products.
8.6. HKTDC shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
- use of or the inability to use Sourcing;
- any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through Sourcing;
- any delay in the timing or other arrangements with respect to any Sourcing Credit, or any payment/issuance or denial thereof;
- violation of a third party's rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on Sourcing may violate or may be asserted to violate a third party's rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third parties;
- unauthorized access by third parties to data or private information of any User;
- statements or conduct of any User of Sourcing, including Content provided by Users or third parties; or
- any matters relating to Sourcing however arising, including negligence.
8.7. Notwithstanding and without prejudice to any of the foregoing provisions, if HKTDC is held liable for any reason, the aggregate liability of HKTDC, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of Sourcing and Sourcing Credit during any calendar year shall be limited to the amount of fees the User has paid to HKTDC or HKTDC Affiliates during the calendar year. The preceding sentence shall not preclude the requirement by the User to prove actual damages.
8.8. The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not HKTDC has been advised of or should have been aware of the possibility of any such losses arising.
8.9. Without prejudice to the generality of the foregoing, all enquiries from Users of Sourcing directed to an advertiser or exhibitor will be transmitted to the advertiser or exhibitor by (in the case that the advertiser or exhibitor has an electronic mail address) electronic mail or (in the case that the advertiser or exhibitor does not have an electronic mail address) facsimile as soon as practicable. HKTDC shall in no circumstances be liable to the advertisers, exhibitors, Users or any other person for any error, delay, omission or inaccuracy in such transmission howsoever it occurs. Each advertiser, exhibitor and User unconditionally and irrevocably undertakes that it will not make any claim against HKTDC, its servants and/or agents for any losses or expenses that it may suffer or incur as a result of or otherwise in connection with such error, delay, omission or inaccuracy.
9. Intellectual Property
9.1. HKTDC respects the intellectual property rights of others, and we expect our Users to do the same.
9.2. Listing of counterfeits, non-licensed replicas, or unauthorized products such as counterfeit designer garment, watches, handbags, sunglasses or other accessories is strictly prohibited on Sourcing, and no products can be displayed on Sourcing without the explicit permission of all the relevant intellectual property rights holders.
9.3. Intellectual Property Rights complaints are dealt with in accordance with our IPR Complaint Procedure and Guidelines .
9.4. The compilation of all Content on Sourcing is the exclusive property and copyright of HKTDC and/or HKTDC Affiliates and is protected by relevant local and international copyright laws and all software used on this site is the property of HKTDC and/or HKTDC Affiliates and/or the software suppliers and is also protected by relevant local and international copyright laws. No right, title or interest in any Content or software is transferred to you as a result of any use of or downloading of the same.
9.5. All graphics, logos, page headers, button icons, script and service names are trademarks or trade dress of HKTDC and/or HKTDC Affiliates and HKTDC's trademarks and/or trade dress shall not be used in connection with any product or service that is not HKTDC's or HKTDC Affiliates', in any manner that is likely to cause confusion among public or in any manner that disparages or discredits HKTDC or HKTDC Affiliates. All other trademarks not owned by HKTDC or HKTDC Affiliates that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by HKTDC or any HKTDC Affiliates.
10.1. User agrees to indemnify, defend and hold harmless HKTDC, its employees, agents, directors, officers, affiliates, representatives, assigns, third party suppliers of information or documents or anyone acting on its behalf from any liability, demand, claim, loss, expense (including but not limited to court expenses and attorney fees) and damages related to such User’s violation of this User Agreement (including but not limited to the representatives and warranties provided by User herein) and the materials incorporated by reference herein, use of Sourcing, or alleged or actual infringement or violation of the rights of others, including but not limited to the infringement of patent, copyright, trademark or any other intellectual property rights in connection with products, Content or materials offered or provided by User on or through Sourcing.
10.2. User further agrees that HKTDC is not responsible and shall have no liability for any goods or services offered, supplied or contracted or intended to be offered or supplied, or orders placed or intended or contemplated to be placed, by other Users and/or third parties on or through Sourcing. User acknowledges that such matters are between Users and/or third parties (as appropriate) and in particular that third party Content, including without limitation misleading, incorrect, defamatory, offensive, infringing or illicit material is made available without the consent, vetting or scrutiny of HKTDC and the risk of damages from such material rests entirely with you, and falls within the scope of your indemnity at clause 10.1 above. If you become aware of any third party Content in violation of this User Agreement or the Product Listing Policy, please contact HKTDC without delay.
10.3. HKTDC reserves the right to assume the sole and exclusive defense and control of any matter subject to indemnification by Users, which shall not excuse Users’ indemnity obligations, in which event you shall cooperate with HKTDC at your own cost in full.
Any hyperlinks to other sites do not amount to an endorsement by us or Our Affiliates of those sites. Neither we nor Our Affiliates assume any responsibility for anything once you have exited Sourcing. HKTDC and HKTDC Affiliates are not responsible for examining or evaluating and HKTDC do not warrant any content of other sites and HKTDC do not assume any responsibility or liability for the actions, products, and contents of all these and any other third party.
12. Force Majeure
Under no circumstances shall HKTDC be held liable for any delay or failure or disruption of the content or services delivered through Sourcing resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including, without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance by third parties.
We may, in our sole discretion and at any time, without prior notice to you and without cause, terminate this User Agreement and/or all or any part of our provision of services including Sourcing to you. You will be unable to access your Content hosted on Sourcing and data pertaining to you, such as feedback and reputation, which you agree has no monetary value.
16.1. HKTDC may give notice to you by means of a general notice on the Sourcing websites. Any notice sent by such general notice is deemed to be received by the users or specified recipients on the day sent.
16.2. You may give notice to HKTDC by electronic mail to firstname.lastname@example.org or ordinary mail to Hong Kong Trade Development Council, 38/F, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong, attention: Sourcing or such other address as we may specify from time to time.
17. Entire Agreement
This User Agreement constitutes the entire agreement between HKTDC and you with respect to the subject matter hereof, and supersede all other written or oral agreements warranties and/or representations, and any provisions in any documents sent by either party to the other, with respect to such subject matter. In the event of inconsistency between this document and the policies and documents referred to herein, this document shall prevail.
18. Partial Invalidity
The illegality, invalidity or unenforceability of any provision of this User Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision of this User Agreement.
19.1. No waiver of any breach under this User Agreement will amount to a waiver of any other breach, and no delay in enforcing any of this User Agreement constitutes a waiver of HKTDC's rights.
19.2. The headings in this User Agreement are for convenience only and do not affect interpretation.
19.3. We reserve the right to make changes to our site, policies, and any terms and conditions in this User Agreement at any time without notice.
19.4. HKTDC and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
20. Governing Law and Jurisdiction
This User Agreement shall be governed by the law of the Hong Kong Special Administrative Region. You agree to submit to the non-exclusive jurisdiction of the Hong Kong courts.