Terms and Conditions
AGREEMENT FOR THE USE OF THE COLVETA SERVICE
1.1 This Agreement allows the user (“you” which expression shall include your subsidiaries, holding companies and subsidiaries of holding companies, as those terms are defined in the Companies Ordinance (Cap 32) of Hong Kong) to use the Colveta service (as defined below, “the Service”) on the terms of this Agreement. The supplier to you for the purposes of this Agreement is Colveta , a trading name of TreeBread Company, whose registered office is at Unit 1006, 13 Wang Hoi Road, Kowloon Bay, Hong Kong (“we” or “us”), the other party to this Agreement.
1.2 Use of the Service is available only under the terms of this Agreement. Please read the Agreement carefully prior to using the Service. By accessing, browsing or using this website, you agree to these terms, conditions and disclaimers as amended from time to time and acknowledge that you have read and understood these terms and conditions.
2.1 In consideration of the payments that you are required to make to us, we agree to provide you with the Services. This Agreement allows use of the Service for the duration specified in the Registration Form. At the end of that initial term and each subsequent term (each a “Term”) the Agreement will automatically renew for further periods as specified in the Registration Form (or otherwise agreed in writing, including email, by the parties) unless terminated by either party giving the other the amount of prior written notice specified in the Registration Form as being required to terminate the Agreement.
2.2 Title to and ownership of all components comprising the Service (including software, data, algorithms and any other content) shall at all times remain with Company and/or its licensors.
2.3 You may use all data which you receive through proper use of the Service for your own business purposes, and for no other purpose.
2.4 Subject to clause 2.3, you are prohibited from making any permanent copy of any web-based software or data in any form, or reverse engineering or decompiling any such software, or making derivative works incorporating any of the elements of it, or modifying or adapting it in any way, or extracting or re-utilising any such data, save as is required to be permitted by law.
3.1 The Services must be used in conjunction with a unique ID (which may include user names, passwords etc) supplied by Company to you, which you must keep safe and confidential. You are responsible for all use of the Service made using such ID.
3.2 While we will use reasonable endeavours to ensure that no bug or virus is transmitted to you through the Service, you are responsible for taking all appropriate measures to prevent harmful agents or components from entering your systems, and for backing up all your data.
4 YOUR OBLIGATIONS
4.1 You are responsible for providing and maintaining all of the network and communications facilities (and for being authorised to use them) necessary for use of the Services.
4.2 You agree not to use the Service for any purpose for which you are not authorised, or for any illegal, immoral or offensive purpose, or for any purpose which infringes a third party’s rights, and not to use the Service to communicate any material which is obscene, defamatory, offensive, abusive, illegal, in breach of a third party’s rights or otherwise unacceptable to us, or for spamming, hacking or any other such activities.
4.3 We reserve the right to suspend the Service without notice to you if we discover any such activity, and you agree to indemnify us against all losses, damages, costs and expenses which we suffer as a result of your breach of this clause 4.
5 OUR OBLIGATIONS
5.1 We warrant that we have title or authority to provide the Service in accordance with this Agreement, and subject to receiving your immediate notification of any claim, your full co-operation, and sole control of the action, we will at our own cost defend, or at our option settle, any action against you based on a claim that your use of the Service in accordance with this Agreement infringes the intellectual property rights of any third party.
5.2 The Service will be provided in accordance with the description [and any service levels] from time to time as published on our website.
6 DATA AND CONFIDENTIAL INFORMATION
6.1 You will own all information that you submit to the Service and that is reported to you through your use of the Service in accordance with this Agreement.
6.2 We own all intellectual property rights in all other data included in the Service, and in the Service itself.
6.3 To the extent that we may be required, as part of the Service, to process any personal data on your behalf, you are responsible for obtaining all necessary data protection registrations and consents to enable such processing and we agree to effect and maintain appropriate technical and organisational measures to prevent unauthorised processing of such data, and to act in accordance with your instructions in relation to the processing of such data.
6.4 Neither party may use the other’s confidential information for any purpose other than performing this Agreement, or disclose it to any other person. Confidential information includes trade secrets, any source code and financial information.
6.5 Clause 6.4 does not apply to information which is in the public domain, is demonstrably independently developed or received by the other party, or is required to be disclosed by law or competent authority.
7.1 You must pay us the amounts specified in the Pricing pages (the “Fees”) by the times and methods specified in the Pricing pages.
7.2 We may alter the Fees by giving you notice prior to the commencement of each Term. Publication of revised Fees on our website will amount to giving you such notice, so you should check the Fees on the website prior to the commencement of each Term.
7.3 If any Fees are payable upon billing, you must pay all such invoices within 30 days. If you fail to do so we may, without prejudice to any other rights we may have, terminate or suspend your access to the Service and/or charge interest at 4% above the latest USD prime rate as quoted by The Hongkong and Shanghai Banking Corporation, before and after judgment.
8.1 This Agreement shall terminate immediately if you become insolvent or if bankruptcy, winding up, receivership, administration or similar proceedings are commenced or issued by or against you, or, if you are a partnership, against all or any of your partners or the partnership as a whole.
8.2 In addition, we may terminate this Agreement immediately in the event of:
8.2.a any unlicensed use or copyright infringing use of the Service (including any of our data or software, or modification thereof, made or permitted by you; or
8.2.b any other breach by you of any of the terms and conditions of this Agreement, following written notice from us of such breach, if the breach is not cured within ten (10) days of receiving such notice.
8.3 Upon termination for any reason, you shall immediately cease using the Service and destroy all supporting documentation.
9.1 No other warranties, conditions or other terms, whether expressed or implied, including without limitation those relating to quality or fitness for a particular purpose, are given by us and all such terms are excluded save to the extent expressed in this Agreement. The Service is made available on an “as is” basis, and we do not warrant that it will operate uninterrupted or error-free. In no event will we be liable to you or any other person whether in contract, tort (including negligence) or otherwise:
9.1.a for any indirect or consequential loss, or any loss of time, business, money, goodwill or data, or any failure to process data adequately or at all; or
9.1.b for any other loss which may arise from the use, loss of use, operation or modification of the Service or any defect therein or otherwise in an amount exceeding the amount that you have paid under this Agreement in the twelve months prior to the date on which such liability arose.
9.2 You are responsible for ensuring that the Service meets your requirements. You acknowledge that the internet is not a totally stable or secure environment, and that we will not be liable for any defects or delays in the Service, or anything else, which arise as a result of any problem associated with the internet.
9.3 The Service is dependent on information obtained via the internet, and we cannot guarantee its accuracy, completeness or correctness. The Service, and any information that you receive through the Service, does not constitute professional advice of any sort. Any action taken by you as a result of your use of the Service is entirely your responsibility. Accordingly, we exclude all liability arising from your use of the Service.
9.4 The limitations on liability set out at clauses 9.1 to 9.3 shall not apply to any liability arising from death or personal injury caused by our negligence or for fraud.
10.1 Neither party is liable for a breach caused by force majeure or event beyond its reasonable control, such as natural disaster, war, government action, or failure of third party telecommunications or other services.
10.2 If any term is found illegal or unenforceable, the rest of the Agreement continues in full force.
10.3 A delay or failure by a party to enforce a term does not prevent it from enforcing that or any other term later.
10.4 Notices must be sent to the parties’ addresses as set out in this Agreement or as otherwise notified under this clause. They must be delivered by hand, sent by prepaid post (airmail if overseas) or (if e-mail addresses have been provided by the parties for this purpose) by e-mail. Deemed receipt is upon delivery by hand, 3 business days after posting and 24 hours after despatch by e-mail.
10.5 You may not assign this Agreement to another person without our written consent.
10.6 This agreement is governed by the laws of the Hong Kong Special Administrative Region, and the Hong Kong Courts have exclusive jurisdiction in relation to any dispute.