TERMS & CONDITIONS
Part A – Advertiser’s Terms
1. Definitions and Interpretations
In these Terms, the following definitions apply:
We / Us/ Website/
Design4HK, a branch of A Forest Asia Limited, is a company incorporated in Hong Kong with its registered online domain at: https://www.design4hk.com.
You / Advertiser(s)
Any party placing Advertisements on the Platform, including the advertising agent wherever applicable.
The business entity and/or the individual, whether fee paying or non-fee-paying users of the Platform, to create its online store for the purpose of offering products or services via our Platform.
The business entity(ies) and/or individual(s), visiting the Merchant’s online store as registered or unregistered members.
All users of the Platform.
2. General Overview
1. Unless otherwise specified, these Terms constitute the complete and exclusive statement of the mutual understanding between you and us with respect to Design4HK and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to Design4HK, except as otherwise provided in these Terms.
2. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us because of these Terms or your use of Design4HK. Our performance of the Terms is subject to existing laws and legal process. Nothing contained in these Terms affects or prohibits our ability to comply with or respond to governmental, court and law enforcement requests or requirements relating to your use of Design4HK, or information provided to or gathered by us with respect to such use.
3. You may not assign or otherwise transfer any rights and obligations hereunder, without our prior written consent, which we may refuse in our sole discretion. Any attempted assignment without our prior written consent shall be deemed null and void. We may assign or transfer our rights and/or obligations under the Terms at any time.
3. Advertising Services
1. You agree to be bound by the following terms and conditions (“Terms and Conditions”, or “Agreement”) by using the advertising services of the Platform.
2. We may at our discretion make changes, amendment, add or remove provisions (collectively, ‘Amendments’) to these Terms by posting the updated terms on our Platform without prior notification, and such Amendments become effective on the date it is published. By continuing to use our Platform and our services after the changes come into effect, you agree to be bound by the revised Terms. You are advised to check the Terms from time to time for any Amendments that may impact you.
3. You must be aware that all obligations, warranties, indemnities, releases, and discharges expressed to be given under these Terms and Conditions are expressed to be given by it and its principal on a joint and several basis.
4. You are solely responsible for all data, texts, information, graphics, images, photographs, audio, video, items, links, logos and icons featured, displayed or used in relation to our Platform (collectively, “Advertising Materials”), and/or have all the necessary rights, consents, permissions, and license(s) that are required for you to grant us the license(s) where we shall not infringe any and all patents, trade-marks, right in domain names, rights in designs, copyright and database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in confidential information and all other intellectual property rights of a similar or corresponding character which may subsist now or in the future in any part of the world (collectively, Intellectual Property Rights”) or other rights of any third party.
4. Booking and Enrollment
1. Our Platform is not intended to and may not be used by minors. Our Platform is available only to, and may only be used by, persons capable of forming and entering binding contractual agreements under applicable law. You represent that all bookings and Advertisement Placements you make via our Platform are within the scope of your authority.
2. Advertisers must ensure that all information provided is correct, up-to-date, and must ensure to keep such details updated.
3. We have the discretion to accept or reject any Advertisement booking without any reason.
4. Submissions by advertisers through the Platform to run advertisement on the Website (“Campaign”) shall be placed no less than [ 15 ] Business Days before commencement date of the Campaign. We may reject any booking placed less than [ 15 ] Business Days before commencement date of the Campaign
5. Booking will proceed to be reviewed once it is placed enrollment and further amendment including changing advertising period, advertising format, advertising content or requesting refund (collectively, “Amendment”) will be allowed. We reserve the right to suspend, remove or reject any Advertisement booking for any suspicions of misleading information, false trade descriptions, infringement of Intellectual Property Rights of third parties and/or contravention of the laws of Hong Kong (in sole discretion of Design4HK), without any refund or compensation.
6. Bookings placed cannot be cancelled nor refunded without our prior written consent. Any cancellation of booking by you without our prior written consent will incur damages equivalent of 100% of any amounts paid by you to us or any credits deducted from Advertiser’s account using the Service.
7. The advertisement will be present on the Platform on basis of next available session, given that the booking is approved after review.
8. We reserve the right to amend or alter the Advertising Rate Card at any time without prior notice. Kindly refer to the latest Advertising Rate Card on the Design4HK Platform.
5. Payments and Settlements
1. All payments shall be made in Hong Kong Dollars, unless otherwise agreed to in writing between the parties.
2. In the event of a breach, we are entitled to either charge the remaining amount of Advertiser’s spend to the credit card maintained on file or retain any Campaign Prepayments made, in which case, we will not refund any such funds. For clarity, we shall be entitled to retain the Prepayment and will not refund any such funds should we discover an Advertiser to be using non-Design4HK URL nor non-standard URL links to surreptitiously redirect visitors to landing pages that:
i. do not match the landing page that was originally submitted for distribution through the Service and/or
ii. are not otherwise in compliance with Design4HK Advertiser Content Guidelines attempting of “cloaking” or other techniques that hide the true destination landing page that a user is directed to from Advertiser’s URLs.
3. Payments charged may be subject to and include applicable taxes and levies, including without limitation withholding taxes. Advertiser is responsible for bearing and remitting any taxes that apply to its transactions. Advertiser will indemnify and hold us harmless from and against any claim arising out of its failure to do so.
4. If any payment is not received by us on or before the date that such payment is due, or if Advertiser is unable to pay its debts as and when they fall due, enters into any arrangement with its creditors other than in the ordinary course of business, passes a resolution for administration, winding up or liquidation (other than for the purposes of re-organization or reconstruction), has a receiver, manager, liquidator or administrator appointed to any of its property or assets or any petition is presented for its winding up (all in the case of a body corporate), we may:
i. cancel any provision of credit to Advertiser;
ii. immediately and without notice, suspend or cancel all Advertisement bookings of Advertiser and terminate any agreement in relation to Advertisement not yet published, and in relation to which payment has not yet been received;
iii. require cash pre-payment for any further advertising;
iv. impose interest at the rate of 2% (two percent) above the bank lending rate (published by Hong Kong Banking Shanghai Corporation) on all sums that remain unpaid until full payment is received;
v. take proceedings against Advertiser for any outstanding amounts;
vi. recover from Advertiser all costs incurred by us during recovery of any amount owed by Advertiser including any legal costs on a full indemnity basis; and
vii. exercise any other rights at law and in equity.
6. Intellectual Property Rights
1. Advertiser hereby grants to us and our affiliates, a non-exclusive, worldwide, fully paid-up and royalty-free license to use, publish, display, copy, store, reproduce and modify the Intellectual Property Rights in relation to the Advertisements and related Products, including without limitation trademarks, Product photographs, videos and Product descriptions, for the purposes of providing the Services and performing its obligations under this Agreement. Advertiser hereby acknowledges that the Intellectual Property Rights licensed to us under this clause may be sub-licensed by us to our business partners and service providers for the purpose of advertising or promoting the Products and/or Design4HK. We acknowledge that except as expressly provided in these terms and conditions it will not acquire any rights in respect of such rights and goodwill and that they are, and shall remain, vested in Advertiser or its licensors.
2. You hereby waive and procure that all other authors of the Advertising Materials and Content waive, all moral rights in the Advertising Materials and Content (including rights to be identified as the author of the Advertising Materials or Content or to object to any derogatory treatment of the Advertising Materials or Content), whether such rights subsist now or at any time in the future in any place in the world.
3. All rights in the design, text, graphics, photographs (including product photographs produced by us), and other material on Design4HK, and the selection or arrangement thereof are the copyright of us. Advertiser acknowledges that except as expressly provided in this Agreement it will not acquire any rights in respect of such rights and goodwill and that they are, and shall remain, vested in us or our licensors.
4. We hereby grant to Advertiser, a non-exclusive and royalty-free license to use and access our Platform, site and Service solely for the purposes of managing its Campaign and reviewing analytics associated with the Campaign. Nothing herein shall be deemed as conferring any rights to Advertiser with respect to any of our Intellectual Property Rights to the Service and our Platform.
7. Advertisement Material Submission
1. Advertisers must adhere to the terms and conditions as set out in Design4HK Advertiser Content Guidelines when submitting the Advertising Materials. Such guidelines shall form part of these Terms and Conditions and may be updated from time to time by posting it on our Platform.
2. We reserve all rights to reject or remove at our sole discretion any Advertising Materials that do not comply with Design4HK Advertiser Content Guidelines or, in our sole discretion, with any applicable law, regulation, or other judicial or administrative order or may adversely affect our interests, without any liability to Advertiser in respect of any loss arising out of or in connection with such rejection or removal.
3. All Advertising Materials and accompanying information must adhere to the specifications and format specified by us, and received by us on or [ 10 ] Business Days before the associated Campaign date. You agree not to hold us responsible for network failures or any service deficiencies.
4. It is your sole responsibility to ensure the correct Advertising Materials has been delivered to us. In the event of the incorrect Advertising Materials being sent or published, your obligation to pay full fee remains.
5. Advertising Materials must contain Advertiser’s logo and brand name. All information incorporated in the Campaign must be accurate and verifiable. Performance claims and comparisons must be substantiated, source and date of evidence must also be cited for objective superlative claims.
6. Messages present on associated landing pages must correspond to the Advertisement Materials, and price related messages must be clear, accurate and consistent between the Advertising Materials and landing page. Special offers must clearly and accurately illustrate the benefit advertised.
7. We may, at our discretion, correct typographical, grammatical, spacing or formatting errors without your consent.
1. Without in any way limiting Advertiser's obligation to pay the Fee, we reserve the right to reject and refuse to display or require amendments to any Advertisement or Advertising Materials without any reason.
2. Without prejudice to the generality of the foregoing, we may reject Advertisements or Advertising Materials under the following conditions:
i. Failure to satisfy the relevant functional and/or non-functional testing matrix requirements for acceptable Advertisement standards on our Platform to ensure technical compatibility;
ii. If any law enforcement agency or regulatory body or third party requires the removal of any Advertisement or the Advertising Materials;
iii. An external data source can manipulate the Advertisement and/or elements of the Advertisement can be updated dynamically without the author, user or publisher’s involvement
iv. In circumstances where we consider that there is a conflict of commercial interest between our business/our group business and the Advertiser.
3. Notwithstanding our right of removal and rejection of any Advertisement or Advertising Materials, Advertiser acknowledges that it remains responsible for all Advertisements and Advertising Materials, regardless of whether the same has been submitted to us for production, and we have no obligation to review any Advertisement or Advertising Materials nor to alter, amend, cancel, reject or refuse to publish or continue publishing any Advertisement/Advertising Materials.
9. Representations and Undertakings
1. You represent and warrant that:
i. You have the legal right and authority to enter into this Agreement and to grant the licenses contained in this Agreement.
ii. All Advertising Materials and Content in relation to the Advertisements and/or Products are true and accurate and do not contain any untrue, misleading, and deceptive statements, representations or claims in respect of the Products, and Advertiser will be solely responsible for any errors, omissions or losses in relation to its information published on Design4HK.
iii. Advertising Materials and Content will not infringe upon the Intellectual Property Rights or other rights of any third party or violate any applicable laws.
iv. All Advertising Materials and Content in relation to the Advertisements or otherwise made available through the Advertisements shall be solely related to the Products available for sale by the Advertiser.
v. To the extent that the Content identifies any individual (whether by name, picture or otherwise), you have obtained all consents and permissions from those individuals which are required for us to use the Content as contemplated by the license in this agreement.
vi. The Content does not include any material that may be illegal, defamatory, obscene, offensive, harmful to the safety of any person, aimed at harassing any person or otherwise is inappropriate for display on our site.
vii. The ownership of the data of all Users is vested with us solely and you will not use the customer data for Advertiser’s own marketing purposes nor any purposes other than for promoting the Products on the Platform and will not transfer any customer data to any person.
viii. You will provide us with written copies of any consents, permissions and licenses upon our request.
2. You represent and warrant that you will refrain from:
i. Use our Platform or Services for any fraudulent or unlawful purpose.
ii. Use our site to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity.
iii. Interfere with or disrupt the operation of our site, Platform or the servers or networks used to make our site available; or violate any requirements, procedures, policies or regulations of such networks.
iv. Transmit or otherwise make available in connection with our site any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment.
v. Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to our site (including our applications or software).
vi. Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of our Platform or Services (including our applications or software).
vii. Frame or mirror any part of the site or Portal without our express prior written consent.
viii. Create a database by systematically downloading and storing any site content or content on the Portal.
ix. Infringe any copyright, design right or Intellectual Property Right on the Platform.
10. Limitation of Liabilities
1. You agree to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from the following circumstances:
i. We provide the Platform and any products or services we offer on an “as is”, “as available” and “with all faults” basis, and your access to or use of our Platform is at your own risk.
ii. We and/or our suppliers and affiliates give no assurance or representation, and disclaim all warranties, conditions, representations of any kind (whether statutory, express or implied) about the Platform and any products or services featured on our Platform, including and without limitations, any implied warranties, conditions and representations of title, merchantability, fitness for a particular purpose, and non-infringement.
iii. We do not guarantee that the information, content, software, products, and services you find included in or available on the Platform is always accurate, truthful, complete up-to-date and free from typographical errors.
iv. We are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors.
v. We strive to protect data transmission over the Internet, but we do not warrant and cannot ensure the security of any information transmission.
vi. We suggest that you should consult appropriate professional advice tailored to your situation, information and/or opinions available on the Platform should not be relied upon for personal, medical, legal or financial decisions.
2. Our role in managing the Platform is purely mechanical and administrative in nature. We conduct reasonable efforts to keep the Platform available and the information on the Platform reasonably accurate. We and/or our suppliers and affiliates make no representations conditions or representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained on the Platform for any purpose. To the fullest extent permitted by law, Our Entities are not liable to you or any other parties for:
i. Any indirect, incidental, special, exemplary, consequential or punitive damages arising from or in connection with the use of the Platform.
ii. Any loss of data, business, opportunities, reputation, profits or revenues.
3. We have no control how clicks are generated on your Advertisement, and are not responsible for click fraud, technological issues and other potentially invalid click activity that may affect your Advertisements or related analytics.
4. Advertisements may run on or next to unmoderated user generated content. We make no commitment regarding editorial or content adjacency or competitive separation for Advertisements.
5. To the maximum extent permitted by law, our total liability to Advertiser however arising in connection with this Agreement, the Services, or Platform shall not exceed (i) the total amount actually paid by the Advertiser to us during the six (6) months prior to the date of the event giving rise to the liability; or (ii) HK$5,000, whichever is higher.
1. You agree to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from:
i. any breach of these Terms by you,
ii. any claim of infringement or violation of third-party Intellectual Property Rights over Advertising Materials,
iii. your use of our Platform and/or
iv. any misrepresentation made by you on our Platform.
2. You also agree to fully co-operate with us in the defense or settlement of any claim in relation to or arising out of our Platform or these terms.
3. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate in such defense. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it/them. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval.
4. You agree to promptly notify of any third-party claims and cooperate with us and Design4HK in defending such claims and pay all fees, costs and expenses associated with defending such claims including, but not limited to legal fees. You agree not to settle any matter in which you have indemnity obligations towards us without our prior written consent.
12. Advertiser Confidentiality
1. The Parties undertake that they shall always keep confidential the terms and contents of this Agreement and any confidential information concerning the other Party (“Confidential Information”). Each Party shall not, without the prior written consent of the other Party, use or disclose the Confidential Information to any person save and except for the proper performance and discharge of its obligations and responsibilities under this Agreement or where such disclosure is required by law or by the rules, regulations, directives or orders of the regulatory body having jurisdiction over the disclosing Party or required for any legal proceedings or process or if such disclosure is made by a Party to its auditors or other professional advisers or required to be made pursuant to the rules of a stock exchange.
2. The Advertiser shall not make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes us with a copy of such announcement or information and obtains our approval.
1. We may terminate your access to our Portal or Site and this Agreement immediately if you are in breach of any of these terms and conditions, or any applicable law. We may also terminate this Agreement upon one (1) months’ notice.
2. Any rights that have accrued to either party at the date of termination will remain enforceable after termination.
1. We may at our discretion make change, amendment, add or remove provisions (collectively, ‘Amendments’) to these Terms by posting the updated terms on our Platform. By continuing to use our Platform and our services after the changes come into effect, you agree to be bound by the revised Terms. You are advised to check the Terms periodically for any Amendments that may impact you.
2. You may only transfer your rights or your obligations under these Terms to another person if we expressly agree to this in writing.
3. If a court or relevant authority finds any of these Terms invalid or illegal, the rest will continue in force. Each of these terms operates separately. If any court or relevant authority decides that any of them are unenforceable, the remaining paragraphs will remain in full force and effect.
4. No party shall be liable to the other for any default resulting from force majeure, which includes any circumstances beyond the reasonable control of the parties.
5. Any failure by Design4HK to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Design4HK in writing.
15. Governing Law and Jurisdiction
1. These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.
2. The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms
16. Contact and Feedback
1. We value and welcome feedback on our Platform and Services. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you. For any enquiries or booking requests in relation to Advertising Services at Design4HK, please feel free to contact us by emailing us at firstname.lastname@example.org.