Terms of 

Use

 
     
  Terms of Use from tradeFWD Limited

This website is an electronic publication of and a service provided by tradeFWD Limited
(hereinafter referred to as "TFD").

Any and all use of this website is subject to, and constitutes acknowledgment and
acceptance of, the following terms ("Terms of Use").

TFD may amend these Terms of Use at any time by posting the amended version on this
site. Such amended version shall automatically be effective upon its posting on this site.



1 Definitions

In these Terms of Use, the following words and expressions shall, unless the
context otherwise requires, have the following respective meanings:

1.1 "Force Majeure" shall mean any event beyond reasonable control, including but
not limited to: acts of God; natural disasters (earthquakes, hurricanes, floods);
vandalism; power failure; internet disturbances or failures in telecommunication
systems or equipment or server crashes; back-up failures; epidemics or
quarantine restrictions; any state intervention such as law, order, regulation,
action taken by any government or any civil or military authority, allocation
regulations or orders affecting materials and/or the supply thereof; riots, civil
commotion, war or warlike operations; strikes, lockouts, work stoppages or
labour disputes, troubles or difficulties; delays in transportation; supplier failures,
shortages, breaches or delays; or inability after due and timely diligence to
procure materials, accessories, equipment or parts.

1.2 "TFD Content" shall mean all content or materials (including text and images) in
this website, all files within this website and all data within such files, but
excluding Third Party Content.


1.3 "TFD" shall mean tradeFWD Limited, and its subsidiaries from time to time.

1.4 "Overall Content" shall mean the TFD Content, the Third Party Content, and any
and all attachments transmitted through this website.

1.5

"TFD Service" shall mean those services, provided by relevant members of the
TFD Group in or through this website, which are subject to other The Terms and
conditions in addition to these Terms of Use."

 

1.6 "The Terms" shall mean the respective terms and conditions applicable to TFD
Service, including those prescribed or imposed by relevant members of the TFD
Group in relation to such TFD Service, or those contained in respective
agreements entered into between Visitors and relevant members of the TFD
Group in relation to such TFD Service.

 
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  1.7 "Third Party Content" shall mean those content or materials (including text and images) in this website the titles, rights and interests in or to which are not owned by members of the TFD Group but by the respective Third Party Licensors.

1.8 "Third Party Licensors" shall mean the respective owners of the titles, rights and interests in or to the Third Party Content.

1.9 "Visitor" shall mean the individual who, or the entity whose agent, accesses or uses this website, the services provided in this website, or any of the Overall Content.


2 Application

These Terms of Use shall apply to each TFD Service, in addition to any and all other The Terms applicable to such TFD Service; provided however that:

2.1 in the event of any conflict or inconsistency between any provision of the The
Terms and any provision of these Terms of Use, such conflict or inconsistency
shall (except as otherwise expressly provided or agreed) be resolved and
explained to the absolute discretion of TFD and/or other members of the TFD
Group; and

2.2 only to the extent that such conflict or inconsistency cannot be so resolved, the
provisions of the The Terms shall prevail.


3 Intellectual Property

Unless otherwise expressly stated:

3.1 all titles, rights and interests (including without limitation copyright) in respect of
the TFD Content belong to TFD and/or the TFD Group, and nothing herein confers
on the Visitor any title, right or interest in respect thereof; and

3.2 all titles, rights and interests (including without limitation copyright) in respect of
Third Party Content belong to the respective Third Party Licensor, and nothing
herein confers on the Visitor any title, right or interest in respect thereof.


4 Use of TFD Content

4.1 Visitors to this website may use the TFD Content solely and exclusively for
personal or internal purposes. The Visitor may download and/or reproduce
limited portions of the TFD Content on an occasional ad hoc basis and distribute
such TFD Content internally, solely and exclusively for personal or internal
purposes;

Provided however that:
 
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  4.1.1

the use, reproduction and distribution of such TFD Content (either in hard copy or
electronic form) is not done in any manner which might be competitive with the
TFD Group's use, reproduction or distribution of content or other content similar
thereto; and

4.1.2

such TFD Content is reproduced and distributed with appropriate notices,
including copyright notices, indicating TFD (and/or other relevant members of the
TFD Group, as the case may be) as the source of such TFD Content and
prohibiting any further reproduction or distribution of such TFD Content.


4.2

Downloading, reproduction, distribution and/or use of any TFD Content does not
transfer any title, right or interest in or to such TFD Content, and such TFD
Content may be downloaded, reproduced, distributed and/or used only in
accordance with this paragraph 4.


4.3 Except as expressly permitted in this paragraph 4, Visitors to this website may not
copy, reproduce, modify, alter, reverse engineer, disassemble, sell, transfer, rent,
license, publish, distribute, disseminate in any form or otherwise allow access to
all or any TFD Content or Third Party Content.

4.4 If the Visitor is a corporation, this provision shall apply to any subsidiary, affiliate
or parent of such corporation.


5 Protection of Intellectual Property Rights
5.1 The Visitor expressly acknowledges that this website and the TFD Content (or the
Third Party Content, as the case may be) were prepared by the TFD Group (or the
Third Party Licensors, as the case may be) through the application of methods
and standards of judgment developed and applied through the expenditure of
substantial time, effort and money.

5.2 The Visitor agrees to protect all copyright and other intellectual property or other
proprietary rights and interests of the TFD Group (or the Third Party Licensors, as
the case may be) in or to this website and the TFD Content (or the Third Party
Content, as the case may be).

5.3 In addition, the Visitor shall honor and comply with reasonable written requests
made by the TFD Group in connection with the protection, enforcement or
exercise of the TFD Group's (or, as the case may be, the Third Party Licensors')
contractual and other legal (whether statutory or common law) or equitable rights
and remedies in respect of this website and the TFD Content (or the Third Party
Content, as the case may be).

 
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  6 Updates

All updates to or additional TFD Content and Third Party Content and all new
versions of this website shall be subject to these Terms of Use as if each such
update, addition and/or new version were the original TFD Content, Third Party
Content or website (as the case may be) referred to herein.

7 Modifications

The TFD Group reserves the right to alter or modify this website, including
portions thereof, from time to time. Such alterations or modifications may
include, without limitation, addition or withdrawal of features, services, data or
content or changes in instructions. The TFD Group may also at any time suspend
or discontinue all or any part of this website or the provision of updates


8

No endorsement of third parties

8.1 The TFD Group does not endorse or make any representation or warranty
whatsoever (whether express or implied), and shall not be responsible or liable
under any circumstances whatsoever, in respect of:



any third party website hyperlinked to this website, or any products, services,
information, data or other content offered or provided therein; and/or
   
any product, service, information, data or other content offered or provided by
third parties in or through this website.
   
Such third party websites and such third party products, services, information,
data or other content (whether provided or offered therein or in or through this
website) are the sole responsibility of independent third parties, and as against
the TFD Group, the Visitor's use thereof or reliance thereon is solely at the
Visitor's own risk. A Visitor's rights and remedies in respect thereof are governed
solely by other applicable agreements or terms (if any) between the Visitor and
the relevant third party.

8.2 Without prejudice to the generality of paragraph 8.1 above:

a description or reference to a product or service in this website (including any description or reference via hyperlink) does not imply endorsement by any member of the TFD Group of that product or service;
   
the TFD Group does not make any representation or warranty as to the quality, accuracy, reliability or suitability of any third party websites or any third party products, services, information, data or other content (whether provided or offered therein or in or through this website); and
   


 
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the TFD Group shall not be liable or responsible for any defects, deficiencies,
errors, omissions or inaccuracies in any third party websites or any third party
products, services, information, data or other content (whether provided or
offered therein or in or through this website).


9 Exclusion of Representations and Warranties
9.1

This website and the overall content are made available "as is", "as available" and
"with all faults", without any representation or warranty whatsoever including but
not limited to condition, quality, durability, performance, accuracy, reliability,
merchantability or fitness for a particular purpose, whether express or implied;
and all representations and/or warranties, to the extent capable of being
excluded under applicable law, are hereby expressly excluded by the TFD Group,
its licensors, dealers, distributors, agents and employees, and all third parties (if
any) involved in the creation, production or delivery of this website and/or the
overall content.


9.2

In particular, but without prejudice to the generality of the foregoing, the TFD
Group, its licensors, dealers, distributors, agents and employees, and third parties
(if any) involved in the creation, production or delivery of this website and/or the
overall content, make no representations or warranties as to, and the visitors
assumes the entire risk as to:

anything contained in, the performance of, or the results that may be obtained by using, this website or any of the overall content;
   
the consequences of downloading any attachment transmitted through this
website;
   
the quality, accuracy, reliability or suitability for any purpose whatsoever of,
this website or any of the overall content; and/or
   
the standing, credit or otherwise of any person or entity mentioned in this
website or in any of the overall content.

9.3

TFD also does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the sites does not violate any third party rights.



10

Exclusion of Liability

 

10.1 In no event shall the TFD Group, its licensors, dealers, distributors, agents or
employees, or any third party involved in the creation, production or delivery of
this website or any of the overall content be liable for:

 

 
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10.2

Any direct, indirect, special, incidental, secondary, consequential, punitive or
exemplary damages arising out of the use of or inability to use this website or any
of the overall content (such as but not limited to loss of data, loss of business
information, business interruption or delay, or loss of anticipated revenue, profits
or benefits, or any economic or financial loss), whether based upon contract, tort,
negligence, strict liability or otherwise, and even if they were aware of, were
advised of, or ought to have known of, the possibility of such damages;


10.2.1

any consequences of downloading or using any attachment transmitted through
this website;

 

10.2.2

any failure, delay, disruption or interruption in, of or to this website, howsoever
caused or arising;


10.2.3

any failure, delay, disruption or interruption in, of or to the transmission or
reception of any data or information through this website, howsoever caused or
arising;

 

10.2.4

any defect, deficiency, breakdown or failure of any software or any equipment or
system (whether or not maintained or operated by the TFD Group or any other
person), howsoever caused or arising;

 

10.2.5

any loss, corruption, deletion or damage of or to any data or information
(whether belonging to, provided by or stored by the visitor or otherwise) which is
transmitted to or stored in any system or equipment (whether or not maintained
or operated by the TFD Group, the visitor or any other person), howsoever
caused or arising;

 

10.2.6 any breach, failure of performance or delay caused by a force majeure event;
and/or

 

10.2.7

any defects, deficiencies, errors, omissions or inaccuracies in this website or in
any of the overall content.



11

Infringement of Rights and/or Violation of Laws or Regulations

 

11.1

Each visitor agrees and undertakes that the visitor shall not use this website in
any manner that infringes or violates, or might potentially infringe or violate, any
intellectual property or other rights of any person or entity, or any applicable law
or regulation.


Without limitation to the generality of the foregoing, each visitor agrees and
undertakes that the visitor shall not use this website to acquire or seek to acquire
any product or undertake or seek to undertake any activity, or to send any
inquiries to, to communicate with, or to otherwise contact, any person or entity
with a view to or in connection with acquiring any product or undertaking any
transaction or activity, that would or might actually or potentially infringe or

 

 
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violate, or involve any actual or potential infringement or violation of, any
intellectual property or other rights of any person or entity, or any applicable law
or regulation.


11.2

Each visitor acknowledges and agrees that the TFD Group shall not be, or be
deemed to be, a party to, or otherwise involved in, any transaction(s) or
activity(ies) that may be entered into between any visitor and any person or entity
directly or indirectly as a result of or in connection with the use by any visitor of
this website.

 

11.3

Each visitor who acquires any product from, or who entersinto any transaction
or activity with, or who sends any inquiry to, communicates with or otherwise
contacts, or who receives any communication from, any person or entity directly
or indirectly as a result of or in connection with the use of this website shall bear
solely and exclusively all responsibility and risks for such acquisition, transaction,
activity, inquiry, communication or contact and shall fully indemnify, defend
and/or hold harmless, as the case may be, each member of the TFD Group and
any director, officer, employee. Representative, agent and/or service provider
thereof (collectively, "indemnitees") in respect of any and all claims, demands,
damages, losses, liabilities, suits, actions, proceedings, judgments, fines,
penalties, costs and espenses (including but not limited to legal costs and
expenses on a fully indemnity basis) (collectively, "liabilities") that may be suffered
by any member of the TFD Group and/or any other indemnitee, and/or by the
visitor or any other person or entity, as the case may be, as a result of, or arising
from or in connection with, any such acquisition, transaction, activity, inquiry,
communication or contact infringing or violating the intellectual property or other
rights of any person or entity, or any applicable law or regulation, and neither the
TFD Group nor any other indemnitee assumes or shall bear any liability,
obligation, responsibility or risk whatsoever for or in respect of any such
acquisition, transaction, activity, inquiry, communication or contact.


11.4

For the purposes hereof, “relevant activities” in relation to any product appearing
in this website shall mean any one or more of the following (as the context
requires): The import, export, storage, transportation, transit, customs clearance,
delivery, use, advertising, display, reproduction, offer, sale, supply, purchase,
provision or re-sale of such product or any transaction, activity or dealing in
respect of any such product.


None of the members of the TFD Group makes any representation or warranty whatsoever (whether express or implied) that the products appearing in this website, or any relevant activities in respect of any such products, do not and will not infringe or violate any intellectual property or other rights of any person or entity, or any applicable law or regulation.
   
Each visitor who acquires or wishes to acquire, and/or who undertakes or wishes to undertake any other relevant activity in relation to, any product appearing in this website shall be solely and exclusively responsible for ensuring that such product, and/or such relevant activity in relation to such
   

 

 

 
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product, do not and will not infringe or violate any intellectual property or other rights of any person or entity, or any applicable law or regulation, and shall fully indemnify, defend and hold harmless each member of the TFD Group and any other indemnitee from and against any and liabilities arising from or in connection with any such infringement or violation.
   
Without prejudice to the generality of the foregoing, each visitor who acquires
or wishes to acquire any product appearing in this website is advised to
conduct, and shall in any event be solely and exclusively responsible for
conducting, its own due diligence enquiries, checks and investigations, including
(without limitation) consulting the relevant government or regulatory
authorities, and seeking its own independent legal advice, as may be necessary
and appropriate, so as to satisfy itself and ensure that such product and the
relevant activities in relation to such product do not and will not infringe any
intellectual property or other rights of any person or entity and are and will be
in compliance with all applicable laws and regulations.



12

Limitation of Liability

 

12.1

Subject always to the express exclusions in these terms of use, the liability of,
their licensors, dealers, distributors, agents or employees, or third parties (if any)
involved in the creation, production or delivery of this website or any of the
overall content, shall in no event exceed in the aggregate the sum of one United
States Dollar one thousand only (US $ 1,000.00) only, whether in contract, tort
(including negligence or breach of statutory duty) or otherwise, or for any loss,
damage or liability whatsoever.


12.2

Entire agreement


Subject to any Additional Agreements, the Terms constitute the entire agreement
between the Visitor and TFD, other member of the TFD Group with respect to and
govern the Visitor‘s use of the Sites and Services, superseding any prior written or
oral agreements in relation to the same subject matter herein.


The provisions and terms of any purchase order or other instrument issued by
the Visitor shall be of no effect and the acceptance of any such order or
instrument shall not in any way extend or alter these Terms of Use (or any other
The Terms relating to TFD Services, if applicable).

 

13

Waivers


Failure of either party to insist at any time upon strict compliance with any
provision herein or to seek remedy of any breach shall not constitute or be
construed as a waiver of such provision or breach, or of any other rights or
remedies.

 
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14

Illegality


If any provision of these Terms of Use is or becomes illegal, invalid or
unenforceable ("Affected Provision"), such Affected Provision shall, to the
maximum extent possible, be modified and/or replaced by an equivalent legal,
valid and enforceable provision in a manner which accords with or which gives
effect to, as closely as possible, the original intent of the Affected Provision. If,
however, such modification or replacement is not permissible, then the Affected
Provision (or the modification, replacement or severance thereof) shall be
deemed to be severed from these Terms of Use. The illegality, invalidity or
unenforceability of the Affected Provision shall not in any way affect the legality,
validity or enforceability of the other provisions of these Terms of Use, which shall
remain in full force and effect.



15

Governing Law & Jurisdiction


These Terms of Use shall be construed in accordance with and governed by the
laws of the Hong Kong. The Visitor hereby submits to the non-exclusive
jurisdiction of the courts of the Hong Kong and/or such other courts of
competent jurisdiction as TFD may in its absolute discretion deem fit.

 
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