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All Orders submitted to the Company shall be subject to these Terms and Conditions. | ||||||||
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1. Interpretation 2. Acceptance and Reservation 3. Advertiser's Obligations 4. Warranties and Indemnity 5. Materials 6. Discount on Fees 7. Limitations of Liability 8. Term, Termination And Consequences of Termination 9. General |
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| 5. MATERIALS | |||||||||
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5.1 Once accepted by the Company for displaying on the Site, the Materials shall not be changed or modified by the Advertiser without the approval of the Company. 5.2 The Advertiser hereby : 5.2.1 licenses and authorises the Company, and to permit others authorised by the Company, to digitise, reproduce, make copies and adaptations of the Materials and to include and transmit the same on the Site for distribution over the Internet; and 5.2.2 warrants and undertakes that it is (and shall remain throughout the Term) entitled to grant the licences and authorisations provided for in Clause 5.2.1 above free of all liens, claims and encumbrances. |
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| 6. DISCOUNT ON FEES | |||||||||
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6.1 The Advertiser may be entitled to a special discount on the Fees at such rate as may be determined by the Company with regard to the quantity of Advertisements committed by the Advertiser under the Order. 6.2 If special discount has been given to the Advertiser but the Advertiser fails to fulfil the quantity of advertisements committed under the Order upon termination or expiration of the Term for whatever reason, the Company shall be entitled to charge the Standard Rates on all Advertisements committed under the Order. The Advertiser shall pay the difference between the Standard Rates and the discounted rate for all Advertisements displayed on the Site and the Standard Rates for all remaining Advertisements committed under the Order within seven (7) days after the termination or expiration of the Term. |
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| 7. LIMITATIONS OF LIABILITY | |||||||||
| 7.1 To the extent permitted by law, the Company does not make any express or implied representation or warranty in relation to the operation or standard of quality of the Site. The Company makes no warranty that the Site will be uninterrupted or error free. | |||||||||
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7.2 The Company further excludes any liability for : 7.2.1 any delay in performance of its obligations under the Order caused whether directly, indirectly, wholly or partially, by matters beyond its reasonable control. 7.2.2 any direct or indirect or any consequential loss or damage or for any loss of profit or business suffered by the Company. |
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| 6.3 Notwithstanding Clause 7.2, the Company's liability in respect of each event or series of connected events in connection with the Order, shall not exceed the Fees paid by the Advertiser to the Company under the same Order. | |||||||||
| 8. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION | |||||||||
| 8.1 The Order shall commence on the date that the Company acknowledges its acceptance of the Order and shall continue for the Term. | |||||||||
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8.2 The Company may terminate the Order forthwith by giving written notice to the Advertiser if the Advertiser : 8.2.1 fails to make payment of the Fees when they fall due; 8.2.2 commits any breach of any of the provisions of these Terms and Conditions and fails to remedy the same within 7 days after receipt from the Company of a written notice giving particulars of the breach and requiring it to be remedied; or 8.2.3 ceases, threatens to cease or seems likely in the sole opinion of the Company to cease carrying on business. |
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| 8.3 Upon the termination of the Order or expiration of the Term, the Company shall be entitled to remove the Advertisement from the Site. | |||||||||
| 9. GENERAL | |||||||||
| 9.1 All representations, warranties and indemnities contained in clauses 3, 4 and 5 shall survive the termination of the Order or expiration of the Term. | |||||||||
| 9.2 Each notice, demand or other communication given or made under the Order shall be in writing and delivered or sent to the relevant party at its address, facsimile number or e-mail address set out in the Order (or such other address, facsimile number or e-mail address as the addressee has by 7 days' prior written notice specified to the other party). Any notice, demand or other communication so addressed to the relevant party shall be deemed to have been delivered (a) if given or made by letter, when actually delivered to the relevant address or 3 days after posting; (b) if given or made by facsimile, upon receipt of a printed transmission report confirming receipt and (c) if given or made by e-mail, upon receipt of a message confirming receipt. | |||||||||
| 9.3 The Order and these Terms and Conditions are governed by and shall be construed in accordance with the laws of Hong Kong SAR and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong SAR courts. | |||||||||
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