Educational Publishing House, Ltd. – Standard Sales Terms and Conditions

1. Definition

This Standard Sales Terms and Conditions (“ST&C”) contains the policy and information about rights and obligations of the parties herein with respect to sale and purchase of any kind of books, magazines, learning materials, tools and equipment, electronic learning products and any other kind of physical or digital products (“Goods”); and workshops, seminars, training sessions, consulting, and any other professional services (“Services”) provided by Educational Publishing House, Limited (“EPH”) to the customer (“Customer”). In this ST&C, EPH Group means EPH and its holding, subsidiary, associated and affiliated companies.

2. Transaction

a. Unless otherwise agreed upon, this ST&C constitutes the entire agreement between EPH as the seller and the Customer as the purchaser, with respect to any sales transactions relating to the Goods and the Services between the parties. Subject to Clause 17(a) of this ST&C, EPH expressly rejects any changes, additions, modifications or deletions to those standard sales terms and conditions stipulated in this ST&C that are not based on mutual agreement in writing by both EPH and the Customer.

b. Unless otherwise stated, all orders for the sales of Goods and provision of Services tendered by EPH by way of issuance of invoices to the Customer are subject to this ST&C which may only be varied by an authorized official of EPH, in writing as EPH thinks fit. Except as provided above and otherwise stated in Other Agreement(s) (if any and applicable) as stipulated in Clause 3 of this ST&C, this ST&C governs all transactions relating to the Goods and Services between EPH and the Customer and in case of any inconsistency and disputes, this ST&C overrides all standard or special terms and conditions provided or adopted by the customer.

c. EPH’s employees or agents are not authorized to make any representation, promise, undertaking, warranty and etc. on behalf of EPH and EPH Group concerning the Goods and Services unless confirmed by EPH in writing. The Customer acknowledges that any representation, promise, undertaking, warranty and etc. made by EPH’s employees or agents on behalf of EPH shall not be relied on by the Customer unless it is confirmed by EPH in writing.
d. Unless otherwise agreed by EPH and the Customer, the terms and conditions stipulated in this ST&C shall automatically incorporate into such purchase orders issued by the Customer to EPH or invoices issued by EPH to the Customer and be treated as part of the terms and conditions therein.

e. This ST&C shall take effect upon acceptance, which occurs when the Customer places an order or makes payment therefor.

f. By engaging Services and/or ordering Goods of EPH or making payment therefor, the Customer is deemed to have accepted this ST&C.

3. Other Agreement(s)/ Addendum

From time to time, EPH and the Customer may enter into other agreement(s) or Addendum (“Other Agreement(s)”) which may contain provisions that conflict with or otherwise alter the terms and conditions contained herein. In such cases, these properly executed Other Agreements shall control for the relevant transaction(s) only and the terms and conditions contained therein shall supersede and replace or amend this ST&C to the extent called for in the Other Agreement(s). Any terms or conditions of this ST&C, which is not contrary to Other Agreement(s) or specifically altered by such Other Agreement(s), shall also incorporate into such relevant transaction(s) and remain in full force and effect.

4. Purchase Orders for Goods and/or Services

a. Orders must be placed via EPH’s website or by other authorized methods permitted by EPH. Otherwise, EPH shall have the right not to accept any purchase order.

b. No order submitted to EPH shall be deemed to be accepted by EPH unless and until a written confirmation is issued (either by invoice submitted with Goods delivered, Services performed or otherwise) by EPH.

c. No order, which has been accepted by EPH, can be unilaterally cancelled or terminated by the Customer except with the agreement in writing of EPH and on terms that the Customer shall indemnify EPH in full against all losses (including but not limited to loss of profit), costs (including but not limited to the cost of all labour and material used), damages, charges and expenses incurred by EPH as a result of cancellation or termination.

d. For pre-order of new products of EPH, e.g. titles for 2nd School Term, the release date is solely decided by EPH as it thinks fit and also subject to its alteration and modification. Generally, they will be delivered once the new products of EPH and the stock thereof are available.

e. EPH reserves its right at any time which EPH thinks fit, by giving notice to the Customer at any time before delivery or performance but without prior consultation with any Customer, to unilaterally adjust the price of the Goods and/or Services to reflect any change in the cost to EPH which is due to any factor beyond the control of EPH (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, scheduled service dates, quantities or specifications for the Goods and Services which is requested by the Customer, or any delay caused by any instructions of Customer or failure of the Customer to give EPH adequate information or instructions.

5. Sales of Goods and Services

a. Any description (whether verbal or written) given or applied to the Goods and Services is given by way of identification only and use of such description shall not constitute a sale by description. The content of any leaflet, pamphlet, advertisement and other similar materials of the same nature shall not be treated as representation, promise, undertaking and term of any transaction between EPH and the Customer. For the avoidance of doubt, the Customer shall not in any way rely on any description in relation to the sale of Goods and Services provided by EPH.

b. Where a sample of the Goods is shown to and inspected by the Customer, the parties hereto accept that such a sample is not representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.

c. All information relating to the Goods and Services given by EPH to the Customer is for the Customer’s reference only and the Customer shall not in any way rely on the particular skill, knowledge and experience of EPH in choosing and purchase of the Goods and Services of the EPH. The Customer shall rely on its own skill, knowledge and experience in choosing and purchase of the Goods and Services and is also advised to seek proper independent professional opinion from the third party before making any purchase order with EPH. In any way, the Customer shall be exclusively responsible for ensuring the Goods and the Services to meet its need, use and purpose.

d. Unless otherwise stated or agreed upon in the subsequent purchase order or Other Agreement (s) made between EPH and the Customer, no warranty of the user of the Goods and Services or its suitability to the use of the Customer or its adaptability in the market is given by EPH to the Customer.

e. EPH will provide Services with due care, skill, and professionalism. Services schedules and content may be adjusted if required to meet learner or organizational needs at the costs of the Customer.

f. The customer must provide all necessary information, facilities, and cooperation required for the effective delivery of the Goods and/or Services. Any delay caused by the Customer may affect delivery times or costs solely at its own risks.

6. Ownership of unpaid Goods / Risk of Goods

a. Unless otherwise stated, risk of Goods shall transfer to the Customer upon receipt of the Goods either at the time of delivery, or otherwise as soon as the Goods are handed over to the Customer/ Customer’s designated agent /carrier at EPH’s warehouse or designated location in Hong Kong, or at the time when EPH has tendered delivery of the Goods even if the Customer wrongfully or unreasonably fails to take delivery of the Goods. In the circumstances, the Customer shall solely bear all risks therefor at its own costs.

b. Notwithstanding delivery and the passing of risk in the Goods, or any other provision in this ST&C and Other Agreement(s), the title in the Goods shall not pass to the Customer until EPH has received in payment in full of the price of the Goods.

c. Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as EPH’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as EPH’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business and in such circumstances, the Customer undertakes to forthwith fully settle all outstanding price of the Goods owed to EPH.

d. Until such time as the title in the Goods passes to the Customer (and provided that the Goods are still in existence and have not been resold), EPH shall be entitled at any time to require the Customer to deliver up the Goods to EPH and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. In the circumstances, the Customer shall fully bear all losses of EPH arising therefrom.

e. Prior to full payment and settlement of the price for Goods, the Customer shall not without the prior approval of EPH in writing be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of EPH, but if the Customer does so all moneys owing by the Customer to EPH shall (without prejudice to any other right or remedy of the EPH) forthwith become immediately due and payable.

f. Unless otherwise agreed by EPH to accept the return of the ordered Goods, the Customer shall have the obligation to fully settle the price of the Goods ordered by the Customer to EPH in accordance with the terms and conditions stipulated in the respective purchase order made between EPH and the Customer or the respective invoice issued by EPH to the Customer.

g. For those Goods which are digital products, the Customer acknowledges that the Customer only has a non-exclusive and non-transferable license to use the digital products upon payment in accordance with the terms of the relevant transaction.

7. Goods Return or Services Cancellation / Rescheduling

a. EPH will only accept the return of the ordered Goods from the Customer when the Goods’ conditions are in full compliance with EPH’s return policy which may be subject to changes at EPH’s absolute discretion and without prior notice to any Customer.

b. Annual Return policy (for Bookstore Customer) – the Customer shall complete the annual return on or before a specified period set by EPH and all retuned Goods shall be in good conditions. EPH reserves the right to reject at its own absolute discretion any damaged or spoiled or unmerchantable Goods. During the annual return period, the Customer shall provide sufficient and accurate information to EPH for verification and all returned Goods shall be fully settled in the form of credit note issued by EPH.

c. General Return policy (for non-Bookstore Customer) – Unless specified, returns for ordered Goods are required within 90 days of the original purchase date and all retuned Goods shall be in good conditions. EPH reserves the right to reject at its own absolute discretion any damaged or spoiled or unmerchantable Goods.

d. Return for damage/wrong delivery – In case of any damaged or wrong delivery of Goods, the Customer must inform EPH’s customer service department within 7 days from the date of receipt of the ordered Goods by the Customer to execute the subsequent return of Goods and all returned Goods shall be settled by stock exchange by EPH following its own policy.

e. All digital products, including but not limited to e-books, online courses, and digital subscriptions, are non-returnable and non-refundable upon delivery or provision of access.

f. Cancellations / Rescheduling – In the event a Service is required to be rescheduled or cancelled by the Customer, a sufficient notice must be reasonably made by the Customer in writing to EPH with reasonable and sufficient time prior to the scheduled commencement date. EPH reserves the right to charge the Customer for all costs incurred prior to receiving notice of cancellation from the Customer and all other additional costs (if any).

g. Attendance & Participation – It is the Customer’s full responsibilities to ensure participant attendance and engagement of the Services. Missed sessions shall be solely at the Customer’s own loss and will not be refunded or rescheduled by EPH unless otherwise agreed.

h. Fees for Goods and Services shall be payable in advance unless otherwise agreed by EPH. There is no refund for delivered Services.

8. Credit Control

a. Orders from the Customer without a valid credit account with EPH will only be accepted after full payment in advance.

b. Where the Customer has a valid credit account with EPH, all Goods are supplied and Services are performed in accordance to the credit terms granted by EPH at its absolute discretion. Failure to settle outstanding payments on due dates will entitle EPH to withhold any further supplies of Goods and Services performance without prejudice to any other claim or right EPH may have against the Customer for any compensation and without incurring any liability whatever to the Customer for non-delivery or any delay in delivery. EPH shall be entitled to charge interest on top of any overdue amount at a rate of 0.5% per month or the maximum allowable by applicable law, whichever is lower.

c. EPH may, at its own discretion, supply the Goods and perform Services to the Customer at the listed price less discount in accordance to the credit terms which may have been agreed between EPH and the Customer in writing before.

9. Sub-Contracting

The Customer hereby declares and agrees that it will only personally conduct non-exclusive retailing sale of the Goods and/or Services within the territory of the Hong Kong Special Administrative Region (“Hong Kong”) and Macau only and it is not allowed to sell the Goods and/or Services to any other distributor(s) without the consent of EPH in writing. This ST&C between the Customer and EPH for the sale and purchase of Goods and/or Services shall not be assigned or transferred, nor performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent EPH in writing. Personal performance of the obligations by the Customer to this ST&C is a must.

10. Reselling

a. EPH also acts as the sole agent of all Goods published or manufactured by EPH Group. The Customer is not permitted to resell the Goods and/or Services to any other distributors without EPH’s prior written consent. The Customer is only allowed to do non-exclusive retailing sale of the Goods and/or Services, and shall only non-exclusively resell the Goods and/or Services via proper reselling channels which are determined at EPH’s absolute discretion. No Customer shall be permitted to engage in any second-hand dealings or redistribution of EPH’s Goods to third parties.

b. Even if the Customer is allowed to do non-exclusive retailing sale of the Goods and/or Services via proper reselling channels permitted by EPH, the non-exclusive retailing sale of the Goods and/or Services by the Customer is restricted to within the territory of Hong Kong and Macau only. Any violation of the above shall be treated as a breach of condition and EPH shall have the right to (i) terminate this ST&C and all transactions with the Customer with immediate effect (including an immediate demand for all outstanding amounts owing to EPH) and seek proper reliefs therefor; and (ii) claim against any defaulting or wrongful party for compensation if EPH is aware of any unauthorized export or resale of Goods and/or Services into other territories (which are other than Hong Kong and Macau) directly or indirectly caused by the Customer without EPH’s prior written consent.

c. If a Customer at EPH’s absolute discretion is considered as a Key Opinion Leader (“KOL”), such KOL is allowed to do non-exclusive retailing sale of the Goods and/or Services via proper reselling channels permitted by EPH, the non-exclusive retailing sale of the Goods and/or Services by the Customer is restricted to within the territory of Greater Bay Area (“GBA”) only. Any violation of the above by a KOL shall be treated as a breach of condition and EPH shall have the right to (i) terminate this ST&C and all transactions with the KOL with immediate effect and seek proper reliefs therefor; and (ii) claim against any defaulting or wrongful party for compensation if EPH is aware of any unauthorized export or resale of Goods and/or Services into other territories (which are other than GBA) directly or indirectly caused by the KOL without EPH’s prior written consent. In this sub-clause, GBA includes nine cities in the Pearl River Delta of Guangdong Province such as Guangzhou (廣州), Shenzhen (深圳), Zhuhai (珠海), Foshan (佛山), Huizhou (惠州), Dongguan (東莞), Zhongshan (中山), Jiangmen (江門) and Zhaoqing (肇慶) together with Hong Kong and Macau.

11. Inspection

Upon EPH’s request, EPH, its agents or any other personnel authorized by EPH, the official agents appointed by the Hong Kong Government or regulatory authorities shall be allowed to enter any of the Customer’s place of business or premises at any reasonable time to inspect the processing of the Goods and/or Services of EPH.

12. Intellectual Property Rights
a. EPH has the sole and exclusive ownership of all copyright and any other intellectual property rights whatsoever related to the Goods supplied and all materials, methodologies and contents (“service materials”) provided in connection with the Services performed to the Customer.

b. The Customer shall use its best endeavors to protect EPH’s copyright and intellectual property rights of the Goods and service materials and it shall avoid using or dealing with the Goods and service materials which may result in infringement, interference with or undermining EPH’s rights as mentioned. Without EPH’s consent in writing or otherwise stated in this ST&C, the Customer shall not copy, reproduce, share, upload, distribute, or resell any products of EPH; and also, the Customer shall not directly or indirectly commit any act or omission which will infringe the copyright and intellectual property rights whatsoever related to any product of EPH, the Goods and service materials. The Customer further undertakes not to commit any act damaging the goodwill and reputation of EPH and EPH Group. Otherwise, the Customer shall fully indemnify EPH and EPH Group from all losses and damages arising therefrom.

c. In case of any infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights in the Goods and service materials or other alleged violation of copyright of which the Customer is aware, the Customer is obliged to forthwith notify EPH in writing of the cases without delay.

13. Liability

a. Unless otherwise agreed in writing, delivery of Goods and provision of Services shall take place on or as close as possible to the date required by the Customer. Any date(s) quoted for delivery of the Goods and provision of the Services are approximately only and EPH shall not be liable for any delay in delivery of Goods and provision of Services however caused. Time for delivery of the Goods and provision of the Services shall not be of the essence of this ST&C unless otherwise agreed by EPH in writing.

b. EPH shall not under any circumstances whatsoever and however arising be liable for any indirect or consequential damages however caused as they shall be treated as too remote and unreasonable. The Customer undertakes to duly comply with the terms and conditions of this ST&C and Other Agreement(s) (if any and applicable) and shall compensate EPH for all losses and damages arising from and out of the breach thereof.

c. The maximum liability of EPH for any loss, costs, expense or damage suffered by the Customer as a result of the Goods and the provision of the Services being defective in any way or as a result of any other cause whatsoever or in respect of any breach or non-performance of any order shall be limited to the refund of the invoice value to which the claim relates, or limited to the purchase price paid by the Customer to EPH for the Goods or the Services provided that if EPH shall replace such defective Goods with Goods or rectify the Services which conform with relevant order. In both cases, EPH shall be under no further liability whatsoever to the Customer.

d. In the event that EPH is prevented from carrying out its obligations under this ST&C as a result of any cause beyond its reasonable control or under any force majeure factors including but not limited to acts of God, act or omissions of civil or military authority, war, fire, flood, nature, disaster, labour disputes, plant breakdown, shortage of supplies, or compliance with orders lawfully given by any public authority, EPH shall then be fully relieved of any liability as bound by this ST&C or any purchase order and no further complaint, claim, action or proceedings shall be raised by the Customer against EPH for any compensation therefor .

e. In the event of EPH notifying the Customer that a publication contains content revisions and EPH decides to recall such publications from sales, the Customer shall take prompt action without delay in compliance with the request. In such circumstances, the Customer shall be entitled to return all unsold stock of that publication for stock exchange and this shall be treated as EPH’s maximum liability to the Customer. EPH shall be under no further liability whatsoever to the Customer after the stock exchange and no further complaint, claim, action or proceedings shall be raised by the Customer against EPH for any compensation therefor.

14. Termination/Cancellation

a. EPH has the right to terminate this ST&C if the Customer breaches or violates any terms and conditions stipulated in this ST&C as well as Other Agreement(s) and EPH shall have further rights to claim against the Customer for all losses and damages arising from and out of the Customer’s violation and seek proper reliefs.

b. Any outstanding purchase order, which has not been completely performed, made between EPH and the Customer prior to or after the termination, EPH may, in its own absolute discretion, have the option either to: –
(i) go on and continuously perform any or all of the outstanding purchase order(s) made between EPH and the Customer in accordance with the terms and conditions therein and the terms and conditions stipulated in this ST&C and if that is the case, the Customer shall then also have to duly comply with all obligations therein; or
(ii) cancel any or all of such outstanding purchase order(s) made between EPH and the Customer. If EPH chooses to do so, EPH shall repay to the Customer any sums paid by the Customer under the relevant outstanding purchase order(s) but in any event, EPH shall not be liable for any loss or damage whatever arising from the termination or cancellation and no further complaint, claim, action or proceedings shall be raised by the Customer against EPH for any compensation therefor.

15. Anti-Bribery / Anti-Corruption
EPH prohibits the giving, receiving or exchange of gifts or gratuities as a condition of, or in exchange for, business considerations. EPH will report any knowledge of bribery or corrupt activities to the Customer’s management representatives and/or applicable governmental or regulatory authorities as the situation may warrant.

16. Protection of Confidential Information
All Information or details pertinent to any purchase order are secret between EPH and Customer and should be treated with strict confidence. The Customer shall not disclose to any third party any details or information of the purchase orders, including prices and credit terms or any other confidential information which has been obtained in connection with the terms and conditions of this ST&C unless such disclosure is required by law or regulatory authority.

17. Others
a. Whenever deemed appropriate and necessary and without prior consultation with any Customer, EPH at any time is entitled to unilaterally review and change any term and condition of this ST&C in relation to the supply of the Goods and performance of Services in future purchase order(s), variation of the credit terms to be offered to the Customer for future purchase order(s), demand repayment of all outstanding amounts owed by the Customer to EPH, in such way as EPH thinks fit, by giving a written notice to the Customer.

b. Nothing contained in this ST&C shall be construed as establishing or implying any partnership or joint venture between EPH and the Customer and also, nothing in this ST&C shall be deemed to construe either of the parties as the agent of the other.

c. Unless the context requires otherwise, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include firms and corporations and vice versa.

d. Any delay or failure by EPH to enforce at any time or for any period any breach of the terms and conditions this ST&C or Other Agreement(s) shall not be a waiver of EPH of its right at any time subsequently to enforce any provisions of this ST&C. No waiver by EPH of any breach of this ST&C or Other Agreement(s) by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

e. If any provision of this ST&C is held by any court or other competent authority to be void or unenforceable in whole or in part, such provision shall be treated as deleted and this ST&C shall continue to be valid as to the other provisions thereof and the remainder of the valid provisions.

f. This ST&C and Other Agreement(s) (unless otherwise stated therein) are construed and shall be governed by in all respects in accordance with the laws of Hong Kong, and EPH and the Customer agree to submit to the non-exclusive jurisdiction of the court(s) of Hong Kong to deal with any dispute which has occurred or may occur in connection with the sale of the Goods and provision of Services by EPH to the Customer.

g. For the purpose of the Contracts (Rights of Third Parties) Ordinance (Cap.623) (“CRTPO”), a person who is not a party to the relevant transaction subject to this ST&C and Other Agreement(s) (if any) has no right under the CRTPO to enforce or to enjoy the benefit of any term of this ST&C and Other Agreement(s).

 

Educational Publishing House, Ltd. – Terms of Use

教育出版社 – 產品使用條款

1. Acceptance of terms and interpretation

1.1   The EPH website , EPH’s e-Mall (“e-Mall”) and EPH’s-Products (“e-Products”) are owned and operated by at Educational Publishing House Limited (“EPH”). Please read this Term of Use (“TOU”) carefully. By using the Website, / EPH’s e-Mall (“e-Mall”) and EPH’s-Products (“e-Products”), it will signify the users’ acceptance of this TOU.

1.2   In this TOU, user(s) is/are defined as those person(s) who visit(s) this Website, EPH’s e-Mall (“e-Mall”) and EPH’s-Products (“e-Products”). Users, who visit this Website, e-Mall and e-Products (no matter whether they use the Website Services or not), are deemed to accept the terms and conditions of this TOU and shall be bound by the terms and conditions hereof. The term “e-Products” is defined hereinbelow.

1.3   EPH reserves all its rights to alter, modify, change. amend and etc. of terms and conditions of this TOU at any time without notice to any user. Users are advised to and responsible for regularly reviewing terms and conditions this TOU before using any Website Services (as defined hereinbelow), e-Mall and/or e-Products. Users’ continued use of the Website, e-Mall and/or e-Products shall constitute their agreement to all such modified or altered terms and conditions.

1.4   Under this TOU, save where the context otherwise requires: –

(a)    words in the singular shall include the plural, and vice versa;

(b)   the masculine gender shall include the feminine and neutral and vice versa;

(c)    a reference to a person shall include a reference to a firm, a body corporate, an unincorporated association or to a person’s executors or administrators;

(d)   the headings in this TOU are for convenience only and shall not affect the interpretation of any provision of this TOU;

1.5   PROPRIETARY SERVICES FOR REGISTERED USERS: EPH operates an electronic platform/system that enable users (no matter whether they are students, instructors, agents, staffs and administrators of educational institutions or organizations to access and use certain online products, facilities and services offered by EPH through this Website, e-Mall and e-Products. The materials provided includes general non-proprietary information available to all users of the Website, but in order to access and use the Website Services (as defined hereinbelow), e-mall and e-Products, a user will be required to register on the Website, e-Mall and e-Products respectively or through his/her educational institution. If any of the users register to use this Website Services, services of e-Mall and e-Products on behalf of any educational institution or organization, such user will be required to comply with all additional terms and conditions in connection with the registration process such those terms and conditions stipulated in the respective subscription agreement or other documents (if any) made between the subscriber and EPH

1.6   RESTRICTIONS ON USE: User(s) shall not, and shall cause its/his/her employees, officers, directors, members managers, partners agents, third party service providers, or other designated persons not to, take any of the following actions:

(a)    creating or enabling the creation of derivative works, modifications, or adaptions of any of the Website Services (as defined hereinbelow), e-Mall and e-Products (as defined hereinbelow);

(b)   decompiling, reverse engineering or disassembling any of the Website Services (as defined hereinbelow), services of e-Mall and e-Products (as all defined hereinbelow);

(c)    distributing or disclosing any of materials and information (except non-proprietary information available to all users) obtained from the Website Services (as defined hereinbelow), e-Mall and e-Products (as all defined hereinbelow) to third parties;

(d)   removing or modifying any proprietary marking or restrictive legends placed on any of the Website Service (as defined hereinbelow), e-Mall and e-Products (as all defined hereinbelow); or

(e)    using any robot, spider, other automatic device or programme or manual process to monitor, copy or reproduce any of the Website Services (as defined hereinbelow), e-Mall and e-Products (as all defined hereinbelow).

1.7   If any provision of this TOU shall be held to be illegal, invalid, or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this TOU but the legality, validity or enforceability of the remainder of this TOU shall not be affected.

1.8   This TOU shall also apply to i) Website; (ii) e-Mall and (iii)e-products such as EPH’s Platforms, Apps, CDs, eBooks, e-Teaching aids, iPens and other e-products of EPH (“e-Products”); and (ii) other learning and teaching resource books & materials (whether in printed form or digital version) and other products offered by EPH (“Products”) to the extent that any term of this TOU is applicable thereto.

1.9   This TOU shall be governed by and construed in accordance with the laws of Hong Kong and each user irrevocably agrees that the Courts of Hong Kong shall have non-exclusive jurisdiction in relation to any claim, dispute or difference concerning this TOU and any matter arising therefrom.

2. Trademarks, copyrights and other intellectual property rights

2.1   Unless otherwise indicated, EPH owns all intellectual property rights in the text, images, audio/video clips, pictures, charts, diagrams, articles, extract of books/journals/magazines, software, games, teaching tools, activities, devices and other content of the Website and those information and materials contained in e-Products and Products (“Materials”). Except and save general non-proprietary information available to all users, any reproduction, redistribution, transmission, unauthorized use or otherwise dealing with the Materials without the prior written approval of EPH is strictly prohibited.

2.2   For avoidance of doubt, the intellectual property rights of the Materials exclusively belong to EPH and for protection of the intellectual property rights of e-Products owned by EPH, all users are not allowed to reproduce, republish, disassemble, decompile, reverse engineer, or any attempt to discover or gain access to the source code thereof.

3. Description of website services and others

3.1   In this website, EPH provides the users with access to a variety of resources such as Materials, Software (as defined hereinbelow) and etc. which may include the download services, communication forums, information-providing, online products and other services offered by EPH in this Website (collectively “Website Services”). The Website Services, including any subsequent updates, enhancements, modifications, new features, and/or the addition of any new web properties, are subject to this TOU. For the avoidance of doubt, the ownership (together with all intellectual property rights) of the Website and the content of the Website Services shall, in all aspects and at all time, belong to EPH solely and exclusively.

3.2   Any user, who intends to use the Website Services, e-Products, Products and e-Mall, shall be subject to this TOU and those additional terms imposed by EPH (if applicable).

4. Privacy and protection of personal information

4.1   Subject to Clause 4.2 hereinbelow, each of the users hereby expressly and voluntarily grants its/his/her consent to provide EPH with its/his/her personal data directly, such as when an user creates a login account with EPH as directed or EPH, at its sole discretion, distributes a login account with login details to an user, administers its/his/her organization’s licensing account and etc. Users hereby allows and consents EPH to collect and use the personal data of the users to: –

(a)    operate EPH and its group’s business effectively;

(b)   provide users with EPH’s promotional materials;

(c)    handle and follow up the request or complaint lodged by the users;

(d)   pass to EPH’s legal representatives for seeking legal advice thereto and/or for any purpose relating to any of civil or criminal litigation(s);

(e)    use the personal data for the communication with them; and

(f)    to divulge them in accordance with the law or to any regulatory bodies upon their respective request(s).

4.2   The submission of personal data to EPH is voluntary. An user has the option not to tender its/his/her personal data to EPH by notifying EPH at its email address at yukchoi@popularworld.com. However, insufficient personal data may prevent EPH from responding to and handling a request or answering an enquiry.

5. Software available on this Website / eProducts

5.1   Any software is made available to download from the Website Services (“Software”) is also the copyrighted work and intellectual properties of EPH and the ownership thereof (including but not limited to its intellectual property rights) shall belong to EPH solely and exclusively. Use of the Software by the users is subject to and governed by this TOU and those additional terms imposed by EPH but in any event, all users thereof are treated as licencees only and no ownership and intellectual property rights of the Software will be assigned to any of the users. The Software is made available for download solely for use by those users as a licensee and subject to this TOU and those additional terms imposed by EPH (if applicable). Unless otherwise stated or indicated, any reproduction, redistribution, transmission, download, unauthorized use or otherwise dealing with f the Materials and Software, without prior written approval of EPH, is expressly and strictly prohibited.

5.2   Unless otherwise stated or indicated, all Materials and Software are the copyrighted work and intellectual property of EPH solely. EPH reserves all rights to the Materials and the Software.

5.3   Users hereby agrees that EPH shall not be liable for any liability that any of users incur or may incur as a result of visiting this Website and e-Mall, using e-Products and downloading the Software and/or Materials through the use of the Website Services and others.

5.4   Without prior written approval of EPH, all users are not allowed to: –

(a)    use the Materials, e-Products and Software for any purpose not allowed by EPH;

(b)   distribute and pass the Materials to third parties, including by posting the Materials on any networked computer for access by any other computer on the network, or broadcast the Materials in any media; or

(c)    remove, modify or tamper with any copyright notices (if any);

(d)   make any alteration and modifications to the Materials and/or the Software; and

(e)    transfer or distribute any login details of this Website, e-Products. e-Mall distributed to any party (whether an individual or a company) without the prior written approval of EPH.

5.5   Materials specified above do not include the design or layout of this Website or any other EPH-owned, operated, licensed, or controlled website. Websites of EPH including this Website are protected by the relevant law of trademark, copyrights or those laws applicable to the protection of intellectual property rights. No logo, mark, graphic, diagram, sound, image and etc. from this Website may be copied or retransmitted unless expressly permitted by EPH in writing.

5.6   All intellectual property rights of the Website Services, e-Mall, e-Products, Products, the Software and Materials shall belong to EPH solely and exclusively and all users are licensees only subject to the terms of this TOU and all those additional terms imposed by EPH as EPH thinks fit, if any.

6. Liability disclaimer and indemnity

6.1   The information, Materials, Software, products and services included in or available through this Website, e-Mall and e-Products may include inaccuracies or typographical errors. Changes are periodically made to this Website, e-Mall and e-Products and to the information contained therein and users should not assume that the information contained therein are complete or up-to-date. EPH makes no representation about the suitability and accuracy of the information contained in the Materials, e-Mall, e-Products, Software, Products and related materials such as graphics, charts, diagrams etc. published as part of the services for any purpose. All such Materials, Software, related materials such graphics, charts, diagrams and etc. are provided as “AS IS” without warranty of any kind.

6.2   EPH also disclaims all warranties and conditions with regarding to the above, including all warranties and conditions of title, merchantability, whether statutory, express or implied, fitness for a particular purpose and non-infringement. The Materials, Software and related materials such graphics, charts, diagrams etc. on or downloaded from this Website, Products and/or e-Products could include technical inaccuracies, typographical errors, subsequent changes and etc. EPH may make improvements and/or changes to the Website Services and/or the Materials at any time as EPH thinks fit.

6.3   In no event shall EPH be liable for any special, incidental, direct, indirect, or consequential damages or any damages whatsoever in nature resulting from loss of use, data or profits and etc., whether in an action of contract, negligence, other tortious action or etc., arising out of or in connection with the use or performance of the Website Services, services of e-Mall and/or e-Products, any provision of or failure to provide the use or performance of the Website Services, services of e-Mall and/or e-Products, or any information/Materials available from the Website Services, e-Mall and/or e-Products.

6.4   The Website, e-Mall and e-Products may contain advertisements by third parties. Unless otherwise specifically stated, EPH does not endorse or makes any representation regarding the liability, quality or accuracy of any products or services featured in, or linked to any advertisement that appears on the Website, e-Mall and e-Products.

6.5   All users of this Website, e-Mall and e-Products should be at or above the age of 13 years. EPH has hereby given its advice to all users that for children at or above the age of 13 years but r below the age of 18, they should use this Website, e-Mall and e-Products for whatever purpose with the consent and proper supervision of their parents or guardian. All users below the age of 13 are strictly prohibited to visit and use this Website, e-Mall and e-Products.

6.6   Each of the users hereby agrees to indemnify EPH against any claim, losses, costs and damages (including but not limited to any legal fees and disbursements) suffered or incurred by EPH as a result of any other person’s use of this Website (including Website Services), e-Mall and e-Products by using its/his/her user’s ID or login ID or login details and/or password or any omission, default or mistake made by the user.

6.7   EPH shall do its best endeavour to ensure the security of the use of this Website, e-Mall and e-Products but all users are hereby advised to take proper precaution and security measure to safeguard themselves in visiting this Website, e-Mall and e-Products and using the Website Services, services of e-Malls and e-Products therein. In case that this Website, e-Mall and/or e-Products is invaded or hacked which causes any loss to any user, no blame and complaint shall be made to EPH and no liability shall be borne by EPH.

7. Unsolicited idea submission policy

7.1   Neither EPH nor any of its employees accept or consider unsolicited ideas, including but not limited to ideas for new advertising campaigns, promotions, products or technologies, processes, materials, marketing plans, product names and etc. Despite EPH’s makes its stance clear that no user is requested to send EPH of its/his/her ideas or materials, any user still send them to EPH or its employees by any means of communication and EPH makes no assurance that such ideas or materials will be treated as confidential or proprietary and no blame shall be made to EPH.

8. Member account password and security

8.1   If any visit or use of the Website Services, services of e-Products and e-Mall requires a user to open an account, the user must complete the registration process by providing EPH with current, complete, and accurate information as prompted by the applicable registration form. The user will be given or distributed by EPH a login account with login details or create a login account as directed by EPH. Any user is entirely responsible for maintaining the confidentiality of its/his/her password, login details and any other non-public account information. Furthermore, any user is entirely responsible for any and all activities that occur under its/his/her account. All users shall notify EPH immediately of any unauthorized or unlawful use of its/his/her account or any other breach of security. EPH will not be liable for any loss that the user(s) may incur as a result of someone else using its/his/her name, login details, password, or account, either with or without its/his/her knowledge. However, user(s) shall be held fully liable for all losses incurred by EPH or another party due to someone else using its/his/her user name, login ID, login details, password or account to visit the Website, e-Mall and e-Products or use the Website Services, services of e-Mall and e-Products. No one shall be allowed to use anyone else’s (login) account at any time without prior written permission of EPH.

9. No unlawful or prohibited use

9.1   As a condition of the use of the Website Services, e-Mall and e-Products, no user is allowed to use the Website Services, services of e-Mall and e-Products, the Materials and Software for any purpose that is unlawful or prohibited by this TOU, under any laws of Hong Kong or the laws of other proper jurisdictions of the place where the users use the Website Services, services of e-Mall and e-Products. User(s) are not allowed to use the Website Services, e-Mall and e-Products in any manner that could damage, disable, overburden, or impair any EPH’s server (“EPH Server”), or any networks connected to any EPH Server, or that could interfere with any other party’s use and enjoyment of any Website Services and services of e-Mall and e-Products. No one is allowed to make any attempt to gain unauthorized access to any Website Services, services of e-Mall and e-Products, other accounts, computer systems, or networks connected to any EPH server or to any of the Website Services, services of e-Mall and e-Products through hacking, password mining, or any other means. Unless otherwise approved by EPH, no one is allowed to obtain or attempt to obtain any material or information through any means not intentionally made available through the Website Services, services of e-Mall and e-Products.

10. Use of communication services

10.1 The Website Services and other services of EPH may contain message or communication facilities with similar nature of chat forum and etc. (if any) designed to enable any user to communicate or share materials, information, opinion and etc. with others (each a “Communication Service” and collectively the “Communication Services”). All users shall agree to use the Communication Services only to post, send, and receive messages and materials that are proper and, when applicable, related to the particular Communication Service. In using the Communication Services, no user is not allowed to: –

• use the Communication Services in connection with surveys or contests (except and to the extent offered by EPH), pyramid schemes, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
• defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material or information;
• upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless the user owns or controls the rights thereto or have received all necessary consent to do the same;
• use any material or information, including images or photographs, which are made available through the Website Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
• upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property;
• advertise or offer to sell or buy any goods or services for any business purpose, unless a Communications Service specifically allows such messages;
• download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, or distributed in such manner;
• falsify or delete any copyright management information, such as author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
• restrict or inhibit any other unauthorized person (not allowed by EPH) from using and enjoying the Communication Services;
• violate any code of conduct or other guidelines (if any) that may be applicable for any particular Communication Service;
• collect information about others, including e-mail addresses;
• violate any applicable laws or regulations;
• create a false identity for the purpose of misleading others; or
• use, download, or otherwise copy or provide (whether or not for a fee) to a person or entity any directory of users of the Website Services or other user or usage information or any portion thereof.

10.2 EPH has no obligation to monitor the Communication Services. However, EPH reserves its right to review materials posted to the Communication Services and to remove, erase or delete any materials in its sole discretion without notice. EPH reserves its right to terminate any access to any Communication Service at any time, without notice, for any reason whatsoever.

10.3 EPH reserves its right at all times to disclose any information to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, in EPH’s sole discretion.

10.4 EPH specifically disclaims any liability with regard to the Communication Services and any actions resulting from any participation in any Communication Services.

10.5 Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction, or dissemination. Users are responsible for adhering to such limitations if anyone downloads such materials.

11. Termination

11.1 EPH shall be entitled to cease any user using the Website Services, services of e-mall and e-Products and prohibit any user from visiting the Website. e-mall and e-Products respectively without giving any prior notice if any of the following circumstances arises: –

(a)    an user fails to pay any fee or payment to EPH for using the Website Services, e-Mall and e-Products respectively (if applicable) or is indebted to EPH for any reason;

(b)   an user becomes bankrupt;

(c)    an user breaches any term of this TOU;

(d)   an user breaches any agreement with EPH;

(e)    an user terminates its/his/her (login) account to the Website Services, e-Mall or e-Products respectively; or

(f)    an user, if EPH considers, does not properly use or is suspected of not properly using the Website Services, services of e-Mall or e-Products respectively

11.2 Without prejudice to the above, EPH shall, at any time and at its own discretion: –

(a)    suspend or close the Website and e-Mall, and stop rendering the Website Services, services of e-Mall or e-Products without any prior notice or tendering any reason therefor; or

(b)   have full rights to stop or prohibit any user from visiting the Website. e-Mall and e-Products and cease to provide the Website Services and services of e-Mall and e-Products to any user without giving any reason or tendering any explanation.

11.3 Each of the Users hereby agrees to waive all claims, action, proceedings and etc. against EPH for any loss and damage in case that EPH exercises its rights under this Clause 11.

12. Reservation of rights

12.1 EPH retains all its rights, titles, and interests in and to this Website, Software, Materials, e-Mall, e-Products, the Website Services and services of e-Mall and e-Products including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights thereof. EPH reserves all rights not expressly granted.

12.2 All rights of EPH are hereby expressly reserved.

13. AI Points

13.1 AI points will automatically become invalid under the following circumstances:

(a)    The student graduates.

(b)    The student withdraws.

(c)    The teacher leaves, resulting in the deactivation of the e-smart2.0 account.

13.2 AI points do not have an expiration date.

13.3 Education Publishing House, Limited reserves the right to modify these terms and conditions at any time without prior notice or reason. Updated terms and conditions will be published on the Education Publishing House, Limited website, and all members shall comply with the latest version.

13.4 Education Publishing House, Limited retains ultimate discretion, including but not limited to the allocation and transfer of points.

13.5 The management of account linkage and point distribution processes is the responsibility of Education Publishing House, Limited.

13.6 Education Publishing House, Limited has the right to change, suspend, or terminate this point program at any time without prior notice.

13.7 All AI points are non-redeemable for cash and are non-transferable.

13.8 Education Publishing House, Limited shall not be liable for any failure to distribute points due to system errors, network issues, or other force majeure events.

13.9 Education Publishing House, Limited reserves full discretion regarding the use of AI points.

13.10 In case of any dispute, Education Publishing House, Limited retains the final decision-making authority.

 

Remark:

1. If there is Chinese version of this Use of Terms and the content therein (if any) has any difference with English version thereof, the English version shall prevail.
2. EPH reserves its rights to revise, alter, modify this TOS at any time, which EPH thinks fit and appropriate, without any prior notice to the Subscriber and the Subscriber is advised to and responsible for regularly reviewing the updated terms and conditions of TOS (http://www.ephhk.com/tos.html).