|
Service Terms and Conditions
The following terms and conditions apply
to the provision of HutchCITY Services by Hutchison Multimedia
Services Limited(HMSL) to you (the Subscriber):
1.
Definitions
In this Agreement the following words and expression
have the following meanings:
| "Agreement" |
these terms and conditions and the Application. |
| "Application" |
the application submitted by you to HMSL. |
| "Charges" |
the charges for HutchCITY Services published
in HMSL's periodically updated list of charges including
without limitation any charges referenced to as connected
time charges, subscriptions or monthly charges, or usage
charges, or PNETS charges or license fees payable to the
government, or administration fees. |
| "Content" |
includes any content, Software, data, information,
diagram, symbol or other material in whatever languages
that can be accessed by or through using HutchCITY Services
including without limitation all textual, audio, video,
still and moving images, graphical, musical, or other
content, or information, or goods or services (and includes
the Subscriber's Content). |
| "Day" |
shall include public holidays and Sundays. |
| "Equipment" |
any equipment including hardware or software
HMSL may use to provide the Services including any equipment
provided by HMSL installed or placed at your premises
(excluding any equipment owned by you). |
| "HMSL" |
means Hutchison Multimedia Services Limited. |
| "HutchCITY Services"
and "Services" |
means HMSL's services (including without
limitation access thereto), access to the Internet, provision
of the Software, consultation services,and other Internet
work-based technological services offered by HMSL to you
under the name "HutchCITY" from time to time. |
| "E-mail address" |
means each Internet email address allocated
to you by HMSL from time to time. |
| "Licence" |
HMSL's licence to provide the Services. |
| "Software" |
means any software supplied by HMSL in object
code form to you from time to time under the terms of
this Agreement. |
| "Subscriber",
"you"; and "your" |
the Subscriber specified in the Application
who has requested the Services. |
| "Subscriber's Content" |
any Content hosted by HMSL for and on behalf
of you or any Subsidiary Account Holder (or uploaded by
you or any Subsidiary Account Holder to the HutchCITY
Services server) and which may be accessible by third
parties via HutchCITY Services. |
| "Subsidiary Account
Holder" |
such other persons as specified by you on
your Application issued with independent login IDs and
passwords to access HutchCITY Services. |
2.
Agreement
This Agreement between HMSL and you is effective
upon the acceptance by HMSL of your Application (either by
the commencement of provision of HutchCITY Services to the
Subscriber or by other means as determined by HMSL and notified
to you from time to time). This Agreement shall continue in
force until terminated in accordance with the terms and conditions
of this Agreement.
3.
Provision of HutchCITY Services & HMSL's Responsibilities
| 3.1 |
HMSL shall use reasonable efforts to make
HutchCITY Services available to you during the term of
this Agreement. HMSL may suspend HutchCITY Services in
whole or in part or limit your access to HutchCITY Services
at any time without notice but HMSL shall use reasonable
efforts to keep such suspension or limitation to a minimum.
You shall remain liable for all Charges during the period
of suspension or limitation unless HMSL decides otherwise. |
| 3.2 |
HMSL grants you a non-exclusive non-transferable
licence to use the Software solely to access HutchCITY
Services on your computer in strict accordance with the
terms and conditions of this Agreement and any software
licence which accompanies the Software. |
| 3.3 |
HMSL may discontinue HutchCITY Services
in whole or in part, at any time without notice if you
do not comply with any of the terms of this Agreement,
including without limitation the non-payment of any sums
due by you to HMSL or breach by you of any licence to
use the Software. You shall remain liable for all Charges
during the period of such disconnection. HMSL reserves
the right to charge for reconnection and require revised
terms and conditions including terms of payment. Should
HutchCITY Services be disconnected or this Agreement be
terminated, you have no right to (and shall not) access
the Content and HMSL shall be under no obligation to restore
or make any Content or any copies of it available to you
in any form whatsoever. |
| 3.4 |
HMSL reserves the right, in its absolute
discretion, to: (a) prevent you from accessing any Content;
and (b) withdraw, expand, reduce, and/or modify at any
time any or all HutchCITY Services offered to you from
time to time. |
| 3.5 |
Subject to the terms and conditions of this
Agreement, HMSL shall allow you and any Subsidiary Account
Holder access to HutchCITY Services by way of at least
one of the following methods: caller line identification
(CLI), login ID and/or password, smartcard or any other
access method authorised by HMSL in writing from time
to time (Authorised Access Method") |
4.
Your Responsibilities & Use of HutchCITY Services
In this Agreement the following words and expression
have the following meanings:
|
4.1
|
You agree that you shall:
|
(a)
|
Be responsible for any
use of HutchCITY Services by you, any Subsidiary
Account Holder, and any person accessing HutchCITY
Services by way of any Authorised Access Method
(including without limitation via your account's
CLI, or any login ID or password given to you or
any Subsidiary Account Holder). |
|
(b)
|
Ensure that each Subsidiary
Account Holder complies with these terms and conditions. |
|
(c)
|
Not use, or allow others
to use, HutchCITY Services for any purpose HMSL
considers improper, immoral, defamatory, or otherwise
unlawful or for any unsolicited advertising or promotion. |
|
(d)
|
Comply
with Hong Kong law or other applicable law relating
to HutchCITY Services. |
|
(e)
|
Not, nor allow others
to, act in such a way that may jeopardize or impair
the provision of HutchCITY Services by HMSL in Hong
Kong or any other parts of the world. |
|
(f)
|
Not disclose to any unauthorised
person any Authorised Access Method (including without
limitation any login ID or password issued by HMSL
to you for use in conjunction with HutchCITY Services).
If you become aware of any unauthorised access to
HutchCITY Services by any person who has used any
Authorised Access Method (including without limitation
your account's CLI or any login ID or password given
to you or any Subsidiary Account Holder) without
your permission, or if you believe that your password
(or any Subsidiary Account Holder's password) has
been lost or stolen (or otherwise obtained by a
third party without your permission), you shall
immediately notify HMSL. HMSL shall not be liable
for any loss or damage you sustain by reason of
any such access to HutchCITY Services or any such
use of your any Subsidiary Account Holder's login
ID or password. |
|
(g)
|
You shall be responsible
for all Charges incurred by your account (or any
Subsidiary Account Holder's account) including without
limitation any HutchCITY Services accessed through
any Authorised Access Method (including without
limitation your account's CLI or your or any Subsidiary
Account Holder's login ID or password). Any act
or omission of any person accessing HutchCITY Services
using any Authorised Access Method (including without
limitation your account's CLI or your or any Subsidiary
Account Holder's login ID or password) which would
constitute a breach of this Agreement if done or
omitted to be done by you, shall be deemed to be
a breach of this Agreement by you for all purposes
under this Agreement. |
|
(h)
|
Not use, nor allow others
to use, HutchCITY Services in any way which may
breach any confidence, copyright or other intellectual
property or similar rights of HMSL or any third
party, nor re-distribute or disseminate any Content
(the Subscriber's Content excepted) or use any Content
(the Subscriber's Content excepted) other than for
personal use, except to the extent otherwise expressly
authorised. |
|
(i)
|
Abide by any rules issued
by HMSL from time to time relating to the use of
HutchCITY Services and shall also abide by generally
accepted rules of conduct relating to the proper
use of the Internet. If, in HMSL's sole discretion,
you have violated any of these rules, HMSL may suspend
or limit your access to all or part of HutchCITY
Services without prior notice and/or terminate this
Agreement immediately. |
|
(j)
|
Indemnify and keep HMSL
indemnified against any action, liability, cost,
claim, loss, damage, proceeding, expense (including
without limitation legal costs on solicitor and
own client basis) suffered or incurred by HMSL arising
from or which is directly or indirectly related
to: (i) your, any Subsidiary Account Holder's, or
any other person's use of HutchCITY Services where
any Authorised Access Method (including without
limitation your account's CLI or your or any Subsidiary
Account Holder's login ID or password) has been
used (whether or not you or any Subsidiary Account
Holder as the case may be has authorised such use),
including without limitation claims arising from
or for any act alleged to be illegal, defamation,
intellectual property right infringement, damage
to computer database, loss of data, distribution
of obscene or offensive material; or (ii) any breach
or non-observance of any provision contained in
this Agreement by you, any Subsidiary Account Holder
or any other person. |
|
(k)
|
Not use, nor allow others
to use, HutchCITY Services for voice transmission
purposes without HMSL's prior written consent. |
|
(l)
|
Not, nor allow others
to, copy, sub-licence, distribute, sell, transfer,
exploit, alter, adjust, decompile, disassemble,
modify, tamper with, misuse, reverse engineer or
repair the Software and/or HMSL's facilities, programming
or otherwise, or attempt to do such thing. |
|
(m)
|
Not hack into, use or
access (or attempt to hack into, use or access)
any part of HutchCITY Services, any Content, or
any area on the HutchCITY Services server for which
HMSL has not authorised access to you. |
|
| 4.2 |
You acknowledge and agree that:
|
(a)
|
To the extent permitted
by law, you shall not take any step, action or proceedings
whether legal or otherwise and shall not make or
threaten to make any claim or demand against HMSL
or its agents, contractors, sub-contractors or affiliated
companies in relation to any Content accessed by
or through using HutchCITY Services (including without
limitation claims for defamation and intellectual
property right infringement). |
|
(b)
|
You have supplied your
correct and complete information (including without
limitation name, address, telephone number, identity
card number and/or business registration certificate)
to HMSL and shall notify HMSL of any change or alteration
to that information in writing as soon as practicable. |
|
(c)
|
The Email addresses provided
by HMSL to you or any Subsidiary Account Holder
are solely for HMSL's use in providing the Services.
You acknowledge that neither you nor any Subsidiary
Account Holder shall acquire any right whatsoever
in the Email addresses and shall cease to use the
Email addresses. |
|
| 4.3 |
You agree to grant to HMSL (at no charge
to HMSL) an irrevocable licence in perpetuity in respect
to any Subscriber's Content to copy, distribute, publish,
and transmit such Content as may be required for the operation
of HutchCITY Services |
| 4.4 |
You shall be responsible for obtaining,
providing and paying for all suitable telecommunications
equipment, telephone access lines, computer equipment
(including without limitation any modem) and software
(excluding the Software) or other access devices, necessary
to connect to HutchCITY Services (except where HMSL has
agreed to provision such equipment, lines, software or
access devices itself or through a third party which are
not owned or to be owned by you). |
5.
Fees and Charges
You shall pay HMSL for HutchCITY Services on
the following basis:
|
5.1
|
HMSL shall invoice you by e-mail or by post
(as determined by HMSL) with all Charges incurred by you,
any Subsidiary Account Holder or other person accessing
the Services via any Authorised Access Method (including
without limitation your account's CLI or your or any Subsidiary
Account Holder's login ID or password) during the period
specified in the invoice. If you request HMSL to send
you a hard copy of the invoice or an itemised invoice
(whether by post or by e-mail), HMSL may charge you for
any such invoice as determined by HMSL from time to time. |
|
5.2
|
You shall pay the full amount of such invoice
(including without limitation all applicable taxes, tariffs,
duties or impositions of a similar nature imposed by any
government or other authority) such payment to be made
by the due date for payment as specified in the invoice,
without set off or deduction. |
|
5.3
|
Payment is due on the date you receive HMSL's
invoice unless otherwise specified in the invoice. If
payment is not made by the due date, HMSL may charge you
interest on a daily basis on all sums outstanding at the
rate of 2% per month from the due date of payment to the
date when full payment is received by HMSL, and charge
you a collection agent fee and handling fee. |
|
5.4
|
Ordinarily HMSL will invoice you: (a) monthly
in advance for subscription to (and/or monthly charges
for) HutchCITY Services; and (b) monthly in arrears for
usage charges; but HMSL may amend the invoicing period
and submit interim invoices to you. You shall be liable
for such subscription or monthly charges for HutchCITY
Services whether used by you or not. Pre-paid Charges
are non-refundable unless HMSL decides otherwise. |
|
5.5
|
If any Charges stated in any invoice are
not queried within 15 days of the date of the invoice
then such Charges shall be deemed accepted by you. |
|
5.6
|
HMSL may vary the Charges and introduce
new Charges from time to time in accordance with its Licence,
and may post such amendments on the HutchCITY Services
website, such amendments to take effect immediately upon
compliance with such Licence or at such later date as
specified in any such amendment. |
|
5.7
|
HMSL may demand a deposit from you to secure
your payment of any sums due to HMSL and may at any time
vary such deposit's amount at HMSL's discretion. HMSL
may apply such deposit to reduce or pay any sums due by
you to HMSL on whatsoever account at any time. No interest
shall accrue on any deposit held by HMSL. Any deposit
remaining following this Agreement's termination shall
be returned to you after deducting any such sums due to
HMSL when the balance is claimed by you in writing following
termination of this Agreement. |
|
5.8
|
HMSL may apply a credit limit for Charges
incurred by you and may suspend your access to HutchCITY
Services, in whole or in part, if such limit is exceeded. |
|
5.9
|
HMSL may transfer or apply any credit balance
in your favour to settle any amount owed by you to HMSL
or to any company within the Hutchison Telecom Group of
companies (Hutchison Telecom Company? whether under this
Agreement or any other arrangement between you and HMSL
or any Hutchison Telecom Company. (You hereby authorise
HMSL to make payment on your behalf out of such credit
balance (if any) to set off any amount owed by you to
any such Hutchison Telecom Company from time to time).
You agree that any credit or payment information held
by HMSL and any Hutchison Telecom Company about you is
held for the same purpose. |
|
5.10
|
You agree that no unused free hours (if any) as specified
in the Application or service plan selected by you (or
otherwise allotted to you) may be carried forward to
the following month and that no credit or refund is
available in respect of any time when all or part of
HutchCITY Services are inoperable, limited, suspended,
or otherwise unavailable to you.
|
|
5.11
|
You acknowledge that:
|
(a)
|
HMSL's agents or contractors
may provide all or any part of HutchCITY Services. |
|
(b)
|
HMSL's agent (including
without limitation Hutchison Global Communications
Limited) may invoice you on HMSL's behalf and such
invoice shall be valid as if rendered by HMSL. Such
invoice shall not prejudice any rights of HMSL to
subsequently claim against you. |
|
(c)
|
Should HMSL invoice you
in respect to any Content as agent for a third party
Content provider, HMSL is not the supplier of or
responsible for such Content. |
|
|
5.12
|
In case of disputes over any usage or other
Charges HMSL's decision based on its HutchCITY Services
usage records and those of any third party who may assist
HMSL to provide the Services shall be final and binding
on you. |
6.
Commencement & Termination of Agreement
|
6.1
|
This Agreement shall commence when HMSL
accepts your Application and may be terminated by either
party 7 working days before bill cut off date by written
notice to the other. |
|
6.2
|
HMSL may suspend or terminate this Agreement
in whole or in part immediately (followed thereafter by
written notice to you at your last known address), if
in HMSL opinion:
|
(a)
|
You fail to pay HMSL
any sums due by you to HMSL by the due date; |
|
(b)
|
You are in breach of
any term or condition of this Agreement and (where
the breach is capable of remedy) you fail to remedy
the breach within 7 days of the date of a written
notice from HMSL specifying the breach and requiring
its remedy; |
|
(c)
|
You become insolvent
or bankrupt or HMSL reasonably believes that you
may be unable to pay the Charges or your debts generally; |
|
(d)
|
You breach any of the
terms and conditions of any Software licence granted
pursuant to this Agreement or which accompanies
the Software; or |
|
(e)
|
HMSL ceases to make HutchCITY
Services or any part of HutchCITY Services available
for any reason. |
|
(f)
|
You use HutchCITY Services
for any illegal or improper purpose or for any unsolicited
advertising or promotion. |
|
|
6.3
|
Should this Agreement be terminated for
any reason whatsoever you:
|
(a)
|
hereby irrevocably authorise
HMSL to erase any or all of the Subscriber's Content
without prior notice to you; |
|
(b)
|
shall immediately return
the Email addresses to HMSL, erase all the Software,
and cease to use the Services; |
|
(c)
|
shall allow HMSL's employees,
agents, subcontractors or affiliated companies to
enter upon your premises for the purposes of removing
the Equipment, and |
|
(d)
|
shall within seven days
of such termination pay HMSL all Charges incurred
pursuant to this Agreement up to and including the
date of termination. |
|
|
6.4
|
Termination of this Agreement shall not
affect any rights or liabilities of the parties which
have arisen prior to the date of termination (including
without limitation any rights or liabilities which may
arise after the date of termination due to your failure
to comply with clause 6.3 above). |
|
6.5
|
All indemnities, restrictions and obligations
on your part contained in this Agreement shall survive
termination of this Agreement. |
7.
Liabilities and Warrantees
|
7.1
|
HMSL shall not be liable to you in the event
that HMSL is unable to perform an obligation or provide
HutchCITY Services to you because of any factor outside
of HMSL control, including without limitation acts of
God, industrial action, default or failure of a third
party, governmental action, or interruption of HutchCITY
Services. |
|
7.2
|
HutchCITY Services and the Software are
supplied on an as is basis without warranties of any kind.
All conditions, warranties and responsibility in relation
to the provision of the Software and HutchCITY Services
(including without limitation title, fitness for any purpose,
merchantability, standard of quality or performance or
accuracy of HutchCITY Services or the Software) are excluded
to the extent permitted by law unless otherwise specified
in this Agreement. HMSL expressly disclaims any warranty
or responsibility:
|
(a)
|
that the Software and
HutchCITY Services will be uninterrupted, error
free or free of any contaminating or destructive
properties; |
|
(b)
|
as to any results obtained
from using HutchCITY Services. |
|
|
7.3
|
In no event will HMSL be liable to you whether
in contract, tort, statute or otherwise (including without
limitation for negligence, breach of contract, defamation,
or intellectual property right infringement) for any special,
direct, indirect or consequential loss or damage (including
without limitation loss of revenue or profits, loss of
data or goodwill, or the loss of use of any equipment
or software) which is suffered or incurred by you arising
out of the use or in any other way out of this Agreement,
HutchCITY Services or the Software. |
|
7.4
|
HMSL shall not be party to any transaction
made between you and any third party through use of HutchCITY
Services. |
|
7.5
|
HMSL cannot accept and disclaims any responsibility
to control the Content, whether or not the Content is
stored by HMSL. All information provided through HutchCITY
Services (including without limitation the Content) is
for reference purposes only. HMSL, its agents, contractors,
sub-contractors, affiliated companies and all third party
Content providers do not guarantee the accuracy or completeness
of any information provided through HutchCITY Services
(including without limitation any Content), and do not
accept any liability for any cost, expense, loss, or damage
arising from any inaccuracies or omissions. |
|
7.6
|
HMSL accepts no responsibility and makes
no representation or warranty:
|
(a)
|
in relation to the completeness,
accuracy or timeliness of the Content or its fitness
for any purpose; |
|
(b)
|
that any Content or messages
can be duly stored or transmitted from or to, or
received by, you through HutchCITY Services. |
|
|
7.7
|
HMSL disclaims liability for any error,
omission or misstatement in or arising from the Content.
HMSL does not endorse or recommend any person, name, product
or service referred to in the Content. The Content does
not constitute HMSL's view or opinion and HMSL expressly
disclaims any responsibility or warranty to exercise any
editorial control over or to edit or amend or delete any
Content before it is accessed by you through HutchCITY
Services. HMSL accepts no responsibility and makes no
representation or warranty that the Content will not be
objectionable or offensive to you or any other person. |
|
7.8
|
You irrevocably authorise HMSL to amend
or erase any or all of the Subscriber's Content if, in
its absolute discretion, HMSL deems that the Subscriber's
Content is in any way improper, inappropriate or in contravention
of this Agreement. |
|
7.9
|
No oral or written information given by
HMSL, its employees, affiliates, agents or the like shall
create a warranty or binding representation. You hereby
acknowledge that you have not and will not rely on such
information. |
|
7.10
|
HMSL does not warrant the confidentiality
or security of data whether personal or otherwise transmitted
through HutchCITY Services (although HMSL's current practice
is to take reasonable steps to maintain confidentiality). |
|
7.11
|
Nothing under this Agreement limits HMSL's
liability for any personal injury or death caused by HMSL's
negligence. However, you acknowledge and take notice that
HutchCITY Services are not appropriate for use in circumstances
where personal injury or death could arise from reliance
on HutchCITY Services whether or not HMSL is negligent. |
|
7.12
|
HMSL's total liability under this Agreement,
whether in relation to any one incident or series of incidents
arising from a common cause, shall not exceed the total
Charges received by HMSL from you in the period of 12
months immediately preceding the incident, or in the case
of a series of incidents arising from a common cause,
immediately preceding the first of such incidents provided
always that HMSL's total liability for all losses incurred
by you shall be limited to the amount of such total Charges
or HK$500,000.00, which ever amount shall be the lower. |
|
7.13
|
Any claim by you against HMSL arising out
of this Agreement must be notified to HMSL within 28 days
of the incident giving rise to such claim failing which
you will be deemed to have waived your rights in respect
of such claim. |
|
7.14
|
HMSL's employees, agents, subcontractors
and affiliated companies shall have the benefit of the
rights, exclusions and limitations of the provisions contained
in this clause 7 as if such provisions were expressly
for their benefit. To the extent of this clause 7, HMSL
enters into this Agreement not only on its own behalf
but also as agent and trustee for such employees, agents,
subcontractors and affiliated companies. |
8.
Personal Data
|
8.1
|
Where any personal data "Personal Data"
is disclosed to HMSL in the performance of its obligations
under this Agreement, you acknowledge and agree that such
Personal Data may be used (whether in Hong Kong or abroad)
and retained by HMSL for the following purposes and for
any other purposes as may be agreed between you and HMSL
or required by law from time to time:
|
(a)
|
Provisioning of HutchCITY
Services; |
|
(b)
|
Offering or provisioning
of goods or services by HMSL or its affiliated Companies
in relation to HutchCITY Services; |
|
(c)
|
marketing research and
other marketing purposes of HMSL, its agents, or
its affiliated companies in relation to HutchCITY
Services; |
|
(d)
|
processing of any benefits
arising out of or in connection with HutchCITY Services; |
|
(e)
|
analyzing, verifying
and/or checking your credit, payment and/or status
in relation to provision of HutchCITY Services; |
|
(f)
|
processing of any payment
instructions, direct debit facilities and/or credit
facilities requested by you; |
|
(g)
|
enabling the daily operation
of your account and/or the collection of amounts
outstanding in such account in relation to HutchCITY
Services; |
|
(h)
|
enabling HMSL or its
affiliated companies to comply with any industry
practices; |
|
(i)
|
disclosures required
by law; and |
|
(j)
|
enforcement of this Agreement. |
|
|
8.2
|
You further agree that HMSL may disclose
and transfer such Personal Data (whether in Hong Kong
or abroad) to HMSL's agents, affiliated companies, telecommunications
companies, contractors, debt collection agencies, credit
reference agencies, credit providers, security agencies,
financial institutions, and any other persons under a
duty of confidentiality to HMSL or any of its affiliated
companies, and any of HMSL's actual or proposed assignees
or transferees of HMSL's rights with respect to you to
use, disclose, hold, process, retain, or transfer such
Personal Data for the purposes specified in clause 8.1
above. |
|
8.3
|
Where any Personal Data, other than your
Personal Data, is disclosed to HMSL in the performance
of its obligations under this Agreement, you undertake
and agree that you have procured all third party consents
necessary from time to time for HMSL to use or disclose
such Personal Data for the purposes specified in clauses
8.1 and 8.2 above. |
9.
Equipment & Access to Premises
|
9.1
|
All Equipment shall remain HMSL's property
at all times and you will not acquire any rights or title
in them. |
|
9.2
|
You shall provide suitable accommodation,
utility services, and environmental conditions for the
Equipment. You shall keep any Equipment on your premises
safe, and shall be liable to HMSL for any loss or damage
to the Equipment. You shall notify HMSL as soon as practicable
of any damage , fault, theft or loss of the Equipment. |
|
9.3
|
You shall not, nor permit any other person
to alter, remove, add to, or otherwise interfere with
the Equipment or any identifying marks or numbers on the
Equipment. You shall operate and use the Equipment in
a proper manner. |
|
9.4
|
You shall allow HMSL's employees, agents,
subcontractors or affiliated companies to enter upon your
premises for the purposes of inspecting, repairing, maintaining
and/or removing the Equipment. You shall provide safe
access to and safe working conditions at your premises. |
10.
General Provisions
|
10.1
|
This Agreement is the complete and exclusive
statement of the agreement between you and HMSL. This
Agreement supersedes all understandings or prior agreements,
whether oral or written, and all representations or other
communications between you and HMSL. Any variations or
additions to this Agreement are only valid if confirmed
in writing by an officer authorized by HMSL. HMSL may
amend these terms and conditions from time to time in
accordance with its Licence and may post such amendments
on the HutchCITY Services website such amendments to take
effect immediately upon compliance with such Licence or
at such later date as specified in any such amendment. |
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10.2
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This Agreement is personal to you. Either
party may assign this Agreement but you may only do so
with HMSL's prior written consent. You shall not, transfer,
charge or sub-license all or part of your rights or obligations
under this Agreement. |
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10.3
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You agree to indemnify HMSL for all losses,
damages, or expenses incurred by HMSL in connection with
the enforcement of this Agreement against you. |
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10.4
|
Any term or condition which is prohibited
or unenforceable in any jurisdiction is ineffective as
to that jurisdiction to the extent of the prohibition
or unenforceability. This shall not affect the validity
or enforceability of that term or condition in any other
jurisdiction. All the other terms and conditions shall
remain in full force and effect. |
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10.5
|
Any failure or delay by HMSL in exercising
any right, power or remedy under this Agreement shall
not operate as a waiver of any right, power or remedy. |
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10.6
|
Save as specified herein, any notice or
other communication to be given under this Agreement shall
be in writing and shall be served by leaving it or sending
it by facsimile or prepaid post to the address of the
parties specified in this Agreement or as are notified
by either party to the other from time to time. |
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10.7
|
Any notice or communication given under
this Agreement shall be deemed to be served/received by
the other party within 48 hours of posting, or immediately
upon faxing if the transmission report indicates that
the fax transmission was successful. |
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10.8
|
This Agreement is subject to Hong Kong laws
and the parties submit to the non-exclusive jurisdiction
of the Hong Kong courts. |
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10.9
|
This Agreement is available in an English
version and a Chinese version. The English version is
the governing version and shall prevail whenever there
is any discrepancy between the two versions. |
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