1.FEES AND SERVICES

2. PASSWORDS

3. PROHIBITED USE OF THE SERVICES

3.1 You undertake not to:

3.2 Without prejudice to clause 3.1 above, you shall not undertake or attempt to undertake any of the conduct when using the Services in the following list which may lead to termination or suspension of your Account as provided in clause 3.4 below. For the avoidance of doubt, the list below is not exhaustive:

3.3 You shall not create liability for Hongkong Post or cause Hongkong Post to lose (whether in whole or in part) the services of its internet service providers or other suppliers. Your connectivity to your Account may be terminated with immediate effect and without prior notice if you have been documented on a recognized SPAM abuse list.

3.4 You shall be solely responsible for the materials provided by yourself using your Account in connection with the Services, whether or not they are incorporated to or modify the templates offered at the Site, and including those materials from you that have been incorporated into the product proposed to be published (see clauses 3.4.1 and 3.4.2 below) as well as those materials from you that have been incorporated into the Publicity Materials (as defined below) (the "User Materials"). Where the Services chosen by you involve the purchase of design templates or stock photos available at the Site, you shall observe and comply with additional terms such as the promotion channel and usage period, which are contained in the hyperlink in clause 1.1 above.

3.5 You shall be solely responsible for the database of mailing list compiled by you, which sets out the names and addresses (both physical and email) of the recipients of the Publicity Materials. You are responsible for all necessary compliance with the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong). You shall also apply for a trade promotion competition licence from the Television and Entertainment Licensing Authority prior to the use of the Services if your direct marketing using the Services will amount to a trade promotion campaign in Hong Kong that involves an element of chance.

4. ORDER PROCESSING

4.1 While Hongkong Post shall line up the Suppliers so as to coordinate your order for the Services, and that reasonable endeavors will be taken to ensure that the product ordered by you using the Services will be produced and that the Publicity Materials will be delivered within the agreed time frame, delivery delay may occur. Hongkong Post shall not be liable for any loss, damage or expense suffered or incurred as a result of any delivery delay, be it caused, whether directly or indirectly, by Hongkong Post, the Suppliers or otherwise.

4.2 Notwithstanding any other provisions in the Terms, Hongkong Post has the sole discretion to reject any order without giving any reason. Hongkong Post shall not be liable for any loss including indirect or consequential loss or damage or expense suffered or incurred as a result thereof.

5. NO WITHDRAWAL

5.1 While Hongkong Post is not obliged to accept any orders placed at the Site for using the Services, once, in case the online distribution channel is chosen, your product proposed to be published has been approved by Hongkong Post or, in case direct mail is chosen, payment for the Services is made by you, you shall not withdraw or revoke the order.

6. LICENCE

6.1 Solely to enable us to use the User Materials, you shall grant to Hongkong Post, its authorized users, assigns and successors-in-title a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, freely-transferrable, sublicenseable (through multiple tiers) licence to exercise the Intellectual Property Rights in the User Materials which you own or have capacity to grant such a licence, in any media now known or not currently known. Such licence shall commence once upon you upload the User Materials to the Site, and shall comprise the following rights:

• (a) copying the User Materials, including the reproduction of the User Materials in any material form and storage of the User Materials in any medium by electronic means;
• (b) issuing copies of the User Materials to the public;
• (c) making available of copies of the User Materials to the public via the internet or other electronic media;
• (d) performing, playing and showing of the User Materials in public; and
• (e) making an adaptation of the User Materials.

6.2 The duration of the licence referred to in clause 6.1 above shall be the full period in which all or any Intellectual Property Rights continue to subsist in the User Materials to which such licence relates and subject to the Account not having been terminated as provided in clause 3.4 above.

6.3 In respect of any User Materials the Intellectual Property Rights of which are vested in a third party, you shall have procured and obtained at your own cost and expense all necessary clearance, consent and/or licence for yourself, Hongkong Post, its authorized users, assigns and successors-in-title authorizing the use of such User Materials upon the same terms mutatis mutandis as those set out in clauses 6.1 and 6.2 above for any of the purposes contemplated thereunder. For the avoidance of doubt, in respect of any design templates and stock photos available at the Site and purchased by you, by virtue of your purchasing and complying with the additional terms as contained in the hyperlink in clause 1.1 above, the necessary clearance, consent and/or licence referred to in this clause is deemed to have been obtained.

6.4 You shall irrevocably waive and procure at your own cost and expense all relevant authors and directors of the User Materials or any part thereof to irrevocably waive all moral rights (whether past present or future) in the User Materials. Such waiver is to take effect on or before the grant of licence pursuant to clause 6.1 above, and shall operate in favour of Hongkong Post, its authorized users, assigns and successors-in-title. Hongkong Post will only use the User Materials in accordance with the Privacy Policy. For the avoidance of doubt, in respect of any design templates and stock photos available at the Site and purchased by you, by virtue of your purchasing and complying with the additional terms as contained in the hyperlink in clause 1.1 above, the necessary waiver referred to in this clause is deemed to have been obtained.

7. ACCESS AND INTERFERENCE

7.1 You undertake that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without the express written permission from Hongkong Post. In addition, you shall not:

8. PRIVACY

8.1 Your personal information provided by you in using the Services and from time to time afterwards in connection with these Terms (collectively, the "Personal Data") will only be used or disclosed by Hongkong Post for the specific purposes for which it is collected or as authorized by law, which includes, without limitation, the investigation of unauthorized attempts to access, alter or delete data, the spreading of viruses and other illegal intrusions for the purpose of maintaining website security by Hongkong Post. This could result in disclosures of your Personal Data to law enforcement agencies.

8.2 You acknowledge, consent and authorize, and shall ensure that the relevant individual to whom the Personal Data belongs has acknowledged, consented and authorized, that any of the Personal Data collected by Hongkong Post through your use of the Services at any time and from time to time may be used for such purposes and disclosed to such persons in accordance with Hongkong Post's personal data collection and privacy policies set out in the Privacy Policy, and that that the Personal Data provided may be disclosed to other government departments or bureaux or other public bodies or the public or such other person as Hongkong Post considers appropriate having due regards of the purposes mentioned in clause 8 of these Terms. You shall comply with the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) before disclosing or transferring any Personal Data to Hongkong Post. In addition, you consent to allow Hongkong Post to share your Personal Data with its Suppliers for the purposes of fulfilling the orders placed at the Site using the Services.

8.3 An individual to whom the Personal Data belongs has the right of access and correction with respect to personal data as provided for in sections 18 and 22, and Principle 6 of Schedule 1 of the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong). The right of access includes the right to obtain a copy of the Personal Data provided. Enquiries concerning the Personal Data, including the making of access and correction, should be addressed to the addressee of Hongkong Post as set out in clause 14 below.

8.4 You shall indemnify and keep Hongkong Post, its directors, officers, employees, agents and advisers fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising from or incurred by reason of any actions and/or claims made in respect of:

• (i) disclosure of information subject to the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) which action and/or claim would not have arisen but for your negligence or omission or that of any of your employees or agents, in connection with the Services; and
• (ii) any act done or omitted by you in the performance of these Terms that contravenes the Unsolicited Electronic Messages Ordinance (Chapter 593 of the laws of Hong Kong).
• The indemnity clause in this clause 8.4 shall survive the expiry or termination of these Terms (howsoever occasioned) and shall continue in full force and effect notwithstanding such expiry or termination.

9. WARRANTY

9.1 THE CONTENT OF THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY OR SECURITY. HONGKONG POST, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISERS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED REPRESENTATION, WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY LAW OR THROUGH A COURSE OF DEALING OR USAGE OF TRADE, UNLESS SPECIFICALLY AND TO THE EXTENT REQUIRED BY LAW. IN NO EVENT WILL HONGKONG POST, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISERS OR SUPPLIERS BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF TRANSMISSION ERRORS OR PROBLEMS, THE INTERNET BACKBONE OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS, OR SUBCONTRACTORS.

9.2 You acknowledge to Hongkong Post that you have not relied on or been induced to enter into these Terms by any warranty, representation, forecast, estimate, or projection given by Hongkong Post or any of its officers, directors, employees, agents, advisers or suppliers.

9.3 You shall not in any way be relieved from any obligation under these Terms nor shall you be entitled to claim against Hongkong Post on grounds that any information, whether obtained from Hongkong Post or otherwise (including information made available by Hongkong Post), is incorrect or insufficient and shall make your own enquiries as to the accuracy and adequacy of all such information.

9.4 You represent, warrant and undertake that:

• (a) all information supplied, and statements and representations made by you in your registration for and use of the Services are true, accurate, complete and not misleading;
• (b) you shall comply, and shall ensure every person employed, used or engaged by you in connection with the Services shall comply, with all applicable enactments, laws, ordinances, rules and regulations regarding your use of the Services;
• (c) the performance of these Terms by you does not and will not conflict with or contravene any judicial order or obligations under any contracts with third parties to which you are a party; and these Terms constitute a legal, valid and binding agreement of you, enforceable in accordance with its terms;
• (d) you have the full capacity power and authority to accept and be legally bound by the Terms including without limitation the grant of the licence referred to in clause 6.1 above upon the terms and conditions of the Terms;
• (e) subject to the scenario contemplated under clause 6.3 above and clause 9.4(h) below, the User Materials shall be or shall consist of original works created, developed or made by you;
• (f) the provision of the User Materials by you under the Terms, the use, operation, possession, processing, printing, distribution or otherwise dealing with the User Materials, in respect of which the necessary clearance, consent and/or licence concerning the Intellectual Property Rights therein have been granted or procured and obtained pursuant to clause 6 above, by Hongkong Post, its authorized users, assigns and successors-in-title or any part thereof for any of the purposes contemplated by the Terms do not and will not infringe any Intellectual Property Rights of any person;
• (g) the exercise by Hongkong Post, its authorized users, assigns and successors-in-title of any of the rights granted under the Terms will not infringe any Intellectual Property Rights of any person;
• (h) in respect of any User Materials in respect of which any Intellectual Property Right is vested in a third party:
  • (aa) you have procured and obtained or shall have procured and obtained a valid and continuing licence under which you are entitled to sub-license the relevant User Materials and the third party Intellectual Property Rights for yourself and for Hongkong Post, its authorized users, assigns and successors-in-title to use, operate, possess, process, print, distribute or otherwise deal with such User Materials for any of the purposes contemplated by the Terms; or
  • (bb) you have procured and obtained the grant of all necessary clearance and consent for yourself and for Hongkong Post, its authorized users, assigns and successors-in-title authorizing the use of the User Materials for any of the purposes contemplated by the Terms; and
• (i) you shall, at your own cost and expense and before the fixation and/or recording of any performance(s) in relation to the User Materials, obtain all the consent and clearance from the performer(s) as may be necessary for such fixation and/or recording of the performance(s) and for any use and exploitation of such fixation or recording, or copies thereof, as contemplated by the Terms. For the purpose of this clause 9.4(i), the terms "performance", "performer" and "fixation" shall have the same meanings as those assigned to them in section 200 of the Copyright Ordinance (Chapter 528 of the laws of Hong Kong).
• The provisions of this clause 9.4 shall survive the expiry or termination of these Terms (howsoever occasioned) and shall continue in full force and effect notwithstanding such expiry or termination.

10. NO LIABILITY

10.1 IN NO EVENT SHALL HONGKONG POST, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, SUPPLIERS OR ANY OTHER PARTY FOR WHICH IT MAY BE RESPONSIBLE FOR UNDER LAW, BE LIABLE FOR LOST PROFITS OR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES OR THESE TERMS (HOWEVER ARISING WHETHER BY ANY ACT, OMISSION, DEFAULT OT NEGLIGENCE OF HONGKONG POST OR ANY OF DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, SUPPLIERS OR OTHERWISE).

11. INDEMNITY

11.1 You shall indemnify and keep Hongkong Post, its authorized users, assigns and successors-in-title fully and effectively indemnified against all actions, costs, expenses, claims, demands, damages and expenses (whether direct or indirect and including without limitation the fees and disbursements of lawyers, agents and expert witnesses) and any awards and costs which may be agreed to be paid in settlement of any proceedings (where that settlement has first been proposed or approved in writing by/on behalf of you) and liabilities of whatsoever nature howsoever arising as a result of any allegation, claim, complaint or investigation whatsoever (and including internal costs of staff time) in connection with these Terms including but not limited to the following: (i) the use, operation, possession, processing, printing, distribution or otherwise dealing with any User Materials in respect of which the necessary clearance, consent and/or licence concerning the Intellectual Property Rights therein have been granted or procured and obtained pursuant to clause 6 above; (ii) that any of the said acts referred to in clause 11.1(i) infringe any Intellectual Property Rights of any person; or (iii) the printing of any company name, trading name, brand or trademark as provided by you in using the Services.

11.2 None of Hongkong Post, its directors, officers, employees, agents or advisers shall be liable in any way for or in respect of:

• (a) any loss of or damage to any of your property or that of your employees or agents howsoever caused whether by any act, omission, default or negligence of Hongkong Post or any of its directors, officers, employees, agents or advisers or otherwise; or
• (b) any injury to or death of any of your employees or agents save and to the extent any such injury or death is caused by the negligence of Hongkong Post or any of its directors, officers, employees, agents or advisers (in which case Hongkong Post will be liable or vicariously liable for any such injury or death). For the purpose of this clause 11.2(b), "negligence" shall have the same meaning given to it in section 2(1) of the Control of Exemption Clauses Ordinance (Chapter 71 of the laws of Hong Kong).

11.3 In addition to and without prejudice to clause 11.1 and clause 11.2 above, you shall indemnify and keep indemnified Hongkong Post from and against:

• (a) all and any demands, claims, actions, arbitrations and proceedings threatened, brought or instituted against Hongkong Post; and
• (b) all liabilities and indebtedness (including without limitation liabilities to pay damages or compensation), losses, damages, costs and expenses incurred or suffered by Hongkong Post (including all legal and other costs, charges, and expenses, on a full indemnity basis, which Hongkong Post may pay or incur in initiating, defending, counter-claiming, settling or compromising any action or proceeding by or against Hongkong Post),

which in any case arise directly or indirectly from, or in connection with, or out of, or which relate in any way to:

11.3.1 a breach of any provision of these Terms by you;

11.3.2 any representation, warranty or undertaking given by you which is incorrect, inaccurate, incomplete or misleading;

11.3.3 the negligence, recklessness, or wilful misconduct of you or of any of your employees or agents in connection with the use of the Services;

11.3.4 any loss, damage, injury or death referred to in clause 11.2(b) above save and except injury or death caused by the negligence (as the term is defined under section 2(1) of the Control of Exemption Clauses Ordinance (Chapter 71 of the laws of Hong Kong)) of Hongkong Post or any of its directors, officers, employees, agents or advisers; or

11.3.5 any injury or death of any third party, or any loss of or damage to property sustained by any third party, in consequence of any act, omission, default or negligence of you or any of your employees or agents.

The provisions of this clause 11 shall survive the expiry or termination of these Terms (howsoever occasioned) and shall continue in full force and effect notwithstanding such expiry or termination.

12. TERMINATION

12.1 Without limiting any rights or remedies available to Hongkong Post under the Terms or in law or in equity and without prejudice to clause 12.5 below, Hongkong Post shall be entitled to terminate the Terms immediately and without any compensation to you:

• (a) if you breach any provision of the Terms;
• (b) if Hongkong Post believes your actions may cause legal liability for you or Hongkong Post, its directors, officers, employees, agents or advisers; or
• (c) if you fail to settle any payment in connection with the Services before the date notified by Hongkong Post.

12.2 If the Terms are terminated:

• (i) Hongkong Post shall cease to be under any obligation to provide any Services to you;
• (ii) your Account will be terminated forthwith;
• (iii) the licence granted by you under clause 6.1 and the licence procured and obtained by you under clause 6.3 above are deemed to have been revoked; and
• (iv) Hongkong Post shall not be responsible for any loss including indirect or consequential loss or damage or expense suffered or incurred by you due to the termination of the Terms.

12.3 The rights of Hongkong Post hereinabove are in addition to and without prejudice to any other rights Hongkong Post may have whether in relation to you directly or pursuant to any indemnity, and without prejudice to the continued existence and validity of those provisions which are expressed to or which in their context appropriately survive termination and any provisions of these Terms necessary for the interpretation or enforcement of the Terms, including without limitation clauses 8.4, 9.4 and 11.

12.4 If the ground of termination falls under clause 12.1 above, you shall be liable for all cost and expense incurred by Hongkong Post as a result of termination of the Terms.

12.5 Notwithstanding anything herein to the contrary, Hongkong Post has the sole and absolute discretion and without cause to terminate the Terms at any time by one month's prior written notice to you.

13. NO AGENCY

13.1 You shall not represent yourself as an employee, servant, agent or partner of Hongkong Post. Nothing in these Terms or in the arrangements contemplated by it shall intend or create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Hongkong Post and, save as expressly provided in these Terms, neither you nor Hongkong Post shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of, or pledge the credit of or otherwise bind or oblige the other party hereto.

14. NOTICES

14.1 Any notice given or made under these Terms shall be in writing and shall be delivered, in the case to Hongkong Post, by registered mail to Hongkong Post, 21/F ING Tower, 308-320 Des Voeux Road Central, Sheung Wan, Hong Kong or, in the case to you, to the email address you provide during the registration process for the Services, or to such other address (in the case of Hongkong Post) or email address (in the case of you) as the addressee has by five days' prior written notice specified to the other party. Notice shall be deemed to have been duly given, in case of registered mail, two working days after the date of posting, and in case of email, 24 hours after email is sent, unless the sending party is notified that the email address is invalid.

15. GENERAL

15.1 Hongkong Post does not guarantee continuous, uninterrupted or secure access to the Services, and operation of the Site may be interfered with by numerous factors outside of Hongkong Post's control.

15.2 If any provision of these Terms is held to be illegal, invalid or unenforceable in any respect, such illegality, invalidity or unenforceability shall not affect the other provisions of these Terms all of which shall remain in full force and effect.

15.3 You agree that these Terms and all incorporated terms and conditions may be automatically assigned by Hongkong Post in its sole discretion and without your consent. You shall not assign, transfer, sub-contract, license, dispose of or otherwise deal with any of your interests, benefits, rights or obligations under these Terms, or purport to do so, without the prior written consent of Hongkong Post.

15.4 Headings are used in these Terms for ease of reference only and in no way define, limit, construe or describe the scope or extent of such section.

15.5 No failure or delay by Hongkong Post to exercise any right, power or remedy available to it under these Terms, at law or in equity shall operate as a waiver thereof; nor shall any single or partial or defective exercise of the same preclude any other or further exercise thereof or the exercise of any other right, power or remedy; and the rights and remedies of Hongkong Post herein contained shall be cumulative and not exclusive of any other rights, power or remedies provided by law or in equity. Without limiting the foregoing, no waiver by Hongkong Post of any breach by you of any provision hereof shall be valid unless made in writing, and no such waiver shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15.6 These Terms set forth the entire understanding and agreement between you and Hongkong Post with respect to the subject matter hereof, and supersedes any previous agreements or arrangements between you and Hongkong Post relating to the subject matter hereof.

15.7 Any agreement, consent or approval to be given by Hongkong Post hereunder may be given or withheld in its discretion and subject to any conditions as Hongkong Post may consider appropriate. Such agreement, consent or approval must be given before the act or matter or thing for which it is required. For the avoidance of doubt, you shall not have any claim against Hongkong Post in relation to the giving of or failure to give any such agreement, consent or approval or any other directions, opinions, advice, suggestions, comments or views.

16. GOVERNING LAW AND JURISDICTION

16.1 These Terms shall be governed in all respects by the laws of Hong Kong Special Administrative Region of the People's Republic of China. You and Hongkong Post irrevocably submit to the exclusive jurisdiction of the Hong Kong courts.

17. PREVALENCE

17.1 In the event of any inconsistency between the English version and the Chinese version of these Terms, the English version shall prevail.