智慧遗产规划
Standard Vendor Terms of Business
1.1 Xtreme Business Enterprises Limited is a company incorporated in Hong Kong with its registered office address at 6/F, Harbour View 2, No. 16 Hong Kong Science Park East Avenue, Shatin, Hong Kong (“XBE” or the “Company”).
2. ACCEPTANCE OF TERMS
2.1 You and/or your company accept without limitation or qualification these Terms, and your acceptance of these Terms concludes a legally binding T&C with us as to the subject matter hereto.
2.2 In these Terms, references to “XBE”, “we”, "our" or "us" refer to the Company. References to “Users” or “you” or their variations refer to any person (including a corporate entity).
2.3 In this Terms and Conditions (“T&C”), unless the context otherwise requires, words denoting singular number only shall include the plural and vice versa. Save as otherwise indicated, references to “Clauses” and the “Schedule” are to be construed as references to clauses of, and the schedule to, this T&C. Words importing the masculine gender, feminine gender or neuter shall include the others. All capitalised words and phrases used in the T&C shall bear the meanings ascribed to them as set out in the definitions of such capitalised words and phrases in the Schedule. Should any questions arise from this T&C, the Company, being the draftsman of this T&C, shall endeavour to within reasonable time provide interpretation to this T&C and to make any and all determinations under them, and its decision shall be binding and conclusive thereafter. The Recitals set forth above are incorporated into and made part of this T&C.
3. OUR INTELLECTUAL PROPERTY RIGHTS
3.1 Unless otherwise indicated by us, and except to the extent of the User, our Agreement, all content, and other materials contained therein, including, without limitation, the XBE logo, trademarks, and all designs, text graphics, pictures, information, data, software, and files relating to our Agreement, descriptions and photographs of collectibles and articles, as well as rights, title and interest in and to the our Agreement are the proprietary property of the Company or our affiliates, licensors, as applicable.
4. INDEMNITY
4.1 You will indemnify and hold harmless the Company, its parent company (if any), subsidiaries, affiliates, partners, suppliers, licensors, shareholders, officers, past, present and future employees, officers, directors, independent contractors and agents and all successors and/or assigns (“XBE Indemnified Parties”) from and against any and all actions, claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) proceedings by any third party or governmental authority taken against XBE Indemnified Parties sustained or suffered by XBE Indemnified Parties resulting or arising from:
(a) your access to and use of our Agreement;
(b) any information or content you submit to us or place on our Agreement;
(c) your breach of these Terms;
(d) your breach of any statutory requirement, duty or law;
(e) your violation of any rights of another User; or
(f) your use or misuse of our Agreement.
5. AMENDMENT AND VARIATION
5.1 These Terms may from time to time be updated or amended. We will post any such updates on our Website https://www.xbe.com/. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Website to inform yourself of any such changes.
6. MISCELLANEOUS
6.1 Except as provided herein, any failure by the Company to exercise a right or require performance of an obligation in these Terms shall not affect the Company’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach of these Terms constitute a waiver of any subsequent breach.
6.2 In the event of fraud, gross negligence, or material breach of the contract by the Vendor, it shall be considered an automatic repudiation of the contract on the part of the Vendor. As a consequence, the Company shall be entitled to seek damages in the form of the value of the entire contract. Such damages shall be payable by the defaulting Vendor to the Company immediately upon determination of the repudiation. The Company reserves the right to pursue any other legal remedies available to it under applicable laws and regulations.
7. SEVERABILITY
7.1 If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. All remaining provisions of these Terms shall remain in full force and effect.
8. ENTIRE T&C
8.1 These Terms constitute the entire T&C between the Company and its Users regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and T&Cs relating to the same subject matter, (whether oral or in writing, express or implied) save that the separate terms and conditions in written T&Cs for any further dealings with the Company will take precedence over these Terms.
8.2 Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
8.3 These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.
9. GOVERNING LAW AND JURISDICTION
9.1 Any dispute or difference, whether contractual or non-contractual, arising out of or in connection with this Agreement including any question regarding its existence, validity or termination (each a “Dispute”) shall:
(a) first be referred to mediation under the Mediation Rules of The Law Society of Hong Kong. If the mediation is terminated (as defined in the Mediation Rules of The Law Society of Hong Kong), without the dispute or difference having been resolved, within 21 days after such termination, any party may refer the dispute or difference to arbitration for final resolution. Any party who refuses to attend mediation pursuant to this Clause 9.1(a) shall be deemed to be in breach of this Agreement.
(b) Where following mediation in accordance with preceding clause above, the Parties are unable to reach a mutually satisfactory resolution of the Disputes, the Disputes must be submitted to be finally resolved by arbitration in Hong Kong in accordance with UNICITRAL Arbitration Rules for the time being in force. The arbitration shall be administered by Hong Kong International Arbitration Centre (“HKIAC”) in accordance with its Practice Note on UNICITRAL cases. The number of arbitrators shall be one (1), to be nominated by XBE and not unreasonably objected to by the Parties. The language to be used in the arbitral proceedings shall be English. The Parties hereby agree to indemnify XBE for any administrative costs in respect to the performance of any duties pursuant to this clause.
(c) This Agreement shall be governed by, and construed with, the laws of Hong Kong SAR.
(d) Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Judgment on any arbitral award may be given in any court having jurisdiction over the Party (or over the assets of the Party) against whom such an award is rendered. Any arbitration against the Company must be commenced by filing a request for arbitration within one (1) year, after the date the Party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. This one-year limitation period is inclusive of the internal dispute resolution including the mandatory mediation procedure set forth in the preceding paragraph of this section, above. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
(e) A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623) (or any similar law, regulation or rule in any jurisdiction) to enforce any term of this Agreement.
1. INTRODUCTION