Terms of Service Hong Kong

1. Acceptance of Terms

By (a) clicking "I agree" or any similar acceptance mechanism, (b) creating or using an EasyCart account, (c) subscribing to any plan, or (d) otherwise accessing or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms published by us that apply to specific features. If you use the Service on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and references to "you" include that entity.

If you do not agree, do not access or use the Service.

2. Definitions

"Service" means the EasyCart software-as-a-service platform, including our websites (e.g. www.easycart.hk, admin.easycart.shop), mobile applications, APIs, documentation and customer support offered by us.

"Merchant" means a business or individual who registers an account and operates an online store using the Service.

"End-Customer" means a visitor or buyer of a Merchant's online storefront hosted on the Service.

"Content" means text, images, videos, logos, trademarks, audio, software, data, product listings and any other material uploaded, posted, transmitted, generated or otherwise made available through the Service.

"Merchant Content" means Content that is uploaded, created, or generated by a Merchant through the Service, including AI-Generated Output produced at the Merchant's instruction.

"Customer Data" means personal data or other information relating to End-Customers collected, processed or stored through the Service on a Merchant's behalf.

"Subscription" means a paid plan entitling a Merchant to use the Service for a defined term.

"Fees" means the subscription fees, usage charges, and any other amounts payable for the Service as set out in your order or on our published price list.

"Documentation" means the user guides, help articles, and API references we publish or make available for the Service.

3. Scope of the Service

The Service is a hosted, configurable e-commerce platform that provides Merchants with tools for store creation, catalogue management, checkout, payment integrations, logistics connections, marketing and customer communications.

We are not a party to the transactions between Merchants and their End-Customers. We do not create, publish, own or guarantee the products or services listed by Merchants. Each Merchant is solely responsible for its products, services, pricing, descriptions, availability, inventory, order processing, delivery, returns, refunds, taxes, licences and all interactions with its End-Customers.

4. Eligibility & Account Registration

To use the Service you must be at least 18 years of age and have the legal capacity to enter into a binding contract under the laws of your jurisdiction. Where you use the Service on behalf of a company, partnership or other entity, that entity must be duly registered and in good standing in its place of incorporation.

You agree that you will:

• Provide accurate, current and complete information during registration and keep such information up to date;
• Be responsible for all activity under your account;
• Safeguard your credentials, enable multi-factor authentication where available, and not share your account with unauthorized persons; and
• Notify us promptly of any actual or suspected unauthorized access to your account.

We may require identity verification (e.g. business registration, company director documents, or "Know-Your-Customer" documentation from payment partners) and may refuse, suspend or terminate accounts that cannot be verified or that we reasonably believe pose legal, regulatory or security risk.

You may not use the Service if you are located in, or are a national of, a jurisdiction subject to comprehensive economic sanctions administered by the Hong Kong Government, the United Nations, the United States, the European Union or other competent authority, or if you are otherwise prohibited from receiving the Service under applicable law.

5. Subscriptions, Fees, Auto-Renewal & No Refunds

5.1 Fees

Merchants may purchase one or more Subscriptions. Fees are payable in advance in the currency stated on your order and become due immediately upon subscription. All Fees are exclusive of taxes, duties, levies and similar charges, which you are solely responsible for (except for taxes based on our net income).

5.2 Auto-Renewal

Unless your plan states otherwise, Subscriptions automatically renew for successive periods equal to the initial term (e.g. month-to-month, year-to-year) at the then-current Fees. You may cancel auto-renewal at any time through the admin console before the next renewal date. Cancellation takes effect at the end of the current paid term.

5.3 No Refunds; No Cooling-Off

5.4 Price Changes

We may change Fees, introduce new charges, or restructure plans from time to time. Any revised Fees will apply from the next renewal period of your Subscription. Continued use of the Service after a revised Fee takes effect constitutes acceptance of the revised Fee. If you do not agree, you must cancel auto-renewal before the renewal date.

6. Trials, Promotions & Beta Features

We may offer free trials or promotional pricing to eligible Users. Trial and promotional terms may differ from standard terms and may be changed or withdrawn at any time. Unless otherwise stated, a trial will automatically convert to a paid Subscription at the end of the trial period unless you cancel before the trial ends.

We may make pre-release or experimental features ("Beta Features") available for evaluation. Beta Features are provided "as-is" and "as-available", may contain bugs, may be modified, suspended, or discontinued at any time without notice, and are not covered by any warranty, support, availability, or service-level commitment.

7. Payments, Payment Failure & Third-Party Services

7.1 Payment Methods

Fees payable to us for the Service may be charged through the payment methods you authorize (e.g. credit card, bank transfer, FPS, PayMe for Business, AlipayHK, or other methods we support). You authorize us and our payment processors to charge those methods for all applicable Fees.

7.2 Merchant–End-Customer Payments

Payments made by End-Customers to Merchants are processed by third-party payment service providers engaged by the Merchant (e.g. card acquirers, e-wallets, FPS operators). Your relationship with those providers is governed by their own terms. We are not a party to, and not responsible for, the settlement, chargeback, dispute, or refund of End-Customer payments.

7.3 Payment Failure & Suspension

7.4 Third-Party Services

The Service may integrate with or link to third-party products, services, APIs, plug-ins, extensions or widgets ("Third-Party Services") operated by parties other than us (for example payment, logistics, messaging, analytics, or AI providers). Your use of Third-Party Services is subject to their separate terms. We do not control, endorse, warrant or assume responsibility for Third-Party Services, and any dispute with a provider of a Third-Party Service is between you and that provider.

8. Acceptable Use & Prohibited Activities

You must comply with all applicable laws and these Terms when using the Service. You (and, where you are a Merchant, your End-Customers and users you authorize) must not:

• Use the Service for any unlawful, deceptive, harmful, fraudulent or tortious purpose;
• Infringe the intellectual property rights, privacy rights, publicity rights or other rights of any third party;
• Upload, distribute or transmit malware, viruses, worms or any malicious code;
• Attempt to probe, scan, test the vulnerability of, bypass, or defeat any security or access control mechanism of the Service;
• Reverse engineer, decompile, disassemble or attempt to extract the source code of the Service, except to the extent expressly permitted by applicable law;
• Use any automated means (bots, scrapers, crawlers) to access the Service other than through publicly documented APIs and subject to Section 14;
• Resell, rent, sublicense, white-label or provide the Service to third parties except as expressly authorized by us in writing;
• Use the Service to send unsolicited commercial messages (spam), conduct phishing, or engage in aggressive commercial practices;
• Misrepresent products, services, sponsorship, identity, pricing, inventory, availability or delivery times; or
• Interfere with or disrupt the integrity or performance of the Service or the data it contains.

8.1 Prohibited Products & Activities

You may not use the Service to list, sell, promote, distribute or facilitate the sale of any of the following, whether directly or indirectly:

• Goods or services that are illegal in Hong Kong or in the jurisdiction of the End-Customer;
• Counterfeit, infringing, or unauthorized replicas of trademarks, copyrighted works, or patented products;
• Dangerous drugs, controlled chemicals, or prescription medicines without the requisite licences under the Dangerous Drugs Ordinance (Cap. 134), the Pharmacy and Poisons Ordinance (Cap. 138) or equivalent;
• Firearms, ammunition, explosives, restricted weapons or their parts without all required licences under the Firearms and Ammunition Ordinance (Cap. 238);
• Tobacco products, e-cigarettes, heat-not-burn products and other alternative smoking products in contravention of the Smoking (Public Health) Ordinance (Cap. 371) and related legislation;
• Alcohol to persons under 18 years of age;
• Obscene or indecent articles in contravention of the Control of Obscene and Indecent Articles Ordinance (Cap. 390);
• Products derived from endangered species regulated under the Protection of Endangered Species of Animals and Plants Ordinance (Cap. 586);
• Human organs, tissues, blood products, or services prohibited under the Human Organ Transplant Ordinance (Cap. 465);
• Unregistered pharmaceutical products, Chinese proprietary medicines without registration, or unregistered medical devices;
• Financial products, securities, futures, leveraged foreign exchange contracts or investment advice without the requisite licence from the Securities and Futures Commission under the Securities and Futures Ordinance (Cap. 571);
• Insurance products or broking services without an appropriate licence from the Insurance Authority under the Insurance Ordinance (Cap. 41);
• Money lending services without a licence under the Money Lenders Ordinance (Cap. 163);
• Virtual asset trading, custody, or exchange services without a Virtual Asset Service Provider licence from the SFC where required under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615);
• Gambling, bookmaking or lottery services prohibited under the Gambling Ordinance (Cap. 148);
• Multi-level marketing or pyramid-selling schemes prohibited under the Pyramid Selling Prohibition Ordinance (Cap. 617);
• Any goods or services that contravene the Trade Descriptions Ordinance (Cap. 362) through false or misleading descriptions, bait-and-switch, or unconscionable conduct; and
• Any other goods or services we reasonably determine to be high-risk, contrary to public policy, or otherwise inappropriate for the Service.

8.2 Enforcement

We may investigate suspected violations and take any action we consider appropriate, including issuing warnings, removing Content, suspending features, blocking payments, suspending or terminating the account, reporting to law-enforcement, and cooperating with regulatory authorities. We are not obligated to monitor Content proactively, but we may do so in our sole discretion.

9. Content & Intellectual Property

9.1 Your Content

As between you and us, you retain all rights, title and interest in and to your Merchant Content. You grant us a worldwide, royalty-free, non-exclusive, sublicensable (to our service providers for the sole purpose of operating the Service) licence to host, store, cache, reproduce, transmit, display, publish, distribute, translate and adapt your Merchant Content solely as necessary to provide, maintain, improve, promote and support the Service and to comply with legal obligations.

You represent and warrant that you own or have obtained all necessary rights, licences and consents in respect of your Merchant Content and that such Content does not infringe any third-party rights.

9.2 Our Intellectual Property

We and our licensors retain all rights, title and interest in and to the Service, including software, interfaces, visual design, databases, documentation, and our trademarks, logos and brand features (the "Company IP"). Subject to these Terms and an active Subscription, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes. No other rights are granted, whether by implication, estoppel or otherwise.

You must not remove or obscure any proprietary notices in the Service, use our trademarks or logos without our prior written consent, or use the Service in a manner that damages our brand.

9.3 User-Generated Content on Storefronts

Merchants are responsible for moderating reviews, comments, and other user-generated content posted on their storefronts and for complying with applicable content laws. We may, at our discretion and without liability, remove or disable access to any Content we reasonably believe violates these Terms, applicable law, or third-party rights.

9.4 Feedback

If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, incorporate and commercialize the Feedback without obligation to you.

10. AI-Assisted Features & AI-Generated Output

The Service includes AI-assisted features such as automatic product-description generation, content drafting, and the "Easy 仔" AI assistant (collectively, "AI Features"). AI Features are powered in part by third-party AI model providers, including OpenAI, L.L.C. and Google LLC (Gemini API). Your use of AI Features is subject to the following:

10.1 Ownership of Output

As between you and us, you own the text, images or other output generated by AI Features in response to your inputs ("AI Output"), subject to these Terms and the usage policies of the underlying AI provider. You retain responsibility for the AI Output and how you use it.

10.2 Accuracy & No Warranty

AI Output may be inaccurate, incomplete, misleading, or offensive, may reflect training-data biases, and may produce content that resembles existing third-party works. You are solely responsible for reviewing, verifying, editing, and approving any AI Output before relying on, publishing or distributing it.

10.3 Input Restrictions

You must not submit, as input to AI Features, any content that (a) infringes third-party intellectual property, privacy or publicity rights; (b) contains personal data of third parties without lawful basis; (c) contains sensitive data such as payment card numbers, government identifiers, or health information; or (d) violates Section 8.

10.4 No IP Indemnity for AI Output

We make no warranty and provide no indemnity that AI Output is non-infringing, original, accurate, or fit for any particular purpose. To the maximum extent permitted by law, we disclaim all liability arising from your reliance on or use of AI Output.

10.5 AI Provider Terms

AI Features are subject to the usage policies of the underlying AI providers (e.g. OpenAI Usage Policies, Google Gemini Acceptable Use Policy). We may modify, suspend or discontinue AI Features, or change the underlying provider, at any time.

11. IP Infringement Notice & Takedown

We respect the intellectual property rights of others and expect Merchants and their End-Customers to do the same. If you believe that Content accessible through the Service (including a Merchant's storefront) infringes your copyright, trademark, or other intellectual property right, you may submit a written notice to us at [email protected] containing the following:

1. Your full name, postal address, telephone number and email address;
2. A description of the intellectual property right you claim has been infringed, including registration numbers or other identifying information where applicable;
3. A URL or sufficient information to enable us to locate the allegedly infringing Content on the Service;
4. A statement that you have a good-faith belief that the use of the Content is not authorized by the rights holder, its agent, or the law;
5. A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the rights holder or are authorized to act on the rights holder's behalf; and
6. Your physical or electronic signature.

Upon receipt of a compliant notice, we may (without admission of liability) remove or disable access to the allegedly infringing Content and notify the Merchant responsible for it. The Merchant may submit a counter-notice with corresponding information, after which we will assess the matter and may restore the Content. We may suspend or terminate the accounts of repeat infringers at our discretion.

We reserve all other rights, including the right to refuse to act on notices that are incomplete, abusive, or submitted in bad faith, and to require resolution of the dispute between the parties through appropriate legal channels.

12. Customer Data, Privacy & PDPO Compliance

Our collection and use of personal data in connection with the Service is described in our Privacy Policy, which is incorporated by reference into these Terms.

12.1 Roles under the PDPO

Where we process Customer Data on a Merchant's behalf to deliver the Service, the Merchant is the data user and we act as the Merchant's data processor under the Personal Data (Privacy) Ordinance (Cap. 486) ("PDPO"). The Merchant is solely responsible for compliance with the PDPO in respect of its End-Customers, including providing privacy notices, obtaining required consents, responding to data-access and correction requests, and maintaining the accuracy of Customer Data.

12.2 Merchant Obligations

Merchants must:

• Post a privacy policy on their storefront that is accurate and compliant with the PDPO and other applicable laws;
• Provide a Personal Information Collection Statement to End-Customers when collecting personal data;
• Collect and use Customer Data lawfully and for specified purposes;
• Retain Customer Data only as long as necessary and securely delete or anonymize it when no longer required; and
• Respond promptly to data-access and correction requests from their End-Customers.

12.3 Our Processor Obligations

We will (a) process Customer Data only on the Merchant's documented instructions and as needed to provide the Service; (b) apply reasonable and practicable technical and organizational measures to protect Customer Data; (c) assist the Merchant (to the extent reasonable) in responding to data-subject requests; and (d) delete or return Customer Data upon termination, subject to lawful retention requirements.

12.4 Cross-Border Transfers

Customer Data may be processed on infrastructure located outside Hong Kong. Merchants are responsible for assessing the lawfulness of any such transfer and implementing appropriate safeguards consistent with PCPD guidance.

13. Electronic Communications & Signatures

You consent to receive communications from us electronically, including notices regarding your account, billing, security, changes to these Terms, and other matters. Electronic communications will satisfy any legal requirement that such communications be in writing. Where a signature is required, an electronic signature (including click-through acceptance) shall satisfy any legal writing or signature requirement, in line with the Electronic Transactions Ordinance (Cap. 553) of Hong Kong, except where the Ordinance requires a digital signature supported by a recognized certificate.

14. Service Availability, Maintenance & Support

We aim to make the Service available on a continuous basis but the Service is provided on a commercially reasonable efforts basis and we do not guarantee any particular level of uptime or availability. The Service may be unavailable from time to time for reasons including:

• Scheduled or emergency maintenance, upgrades, patches and deployments;
• Failures or interruptions of third-party infrastructure, networks, data centres, or telecommunications carriers;
• Force majeure events (see Section 22); and
• Actions taken in response to security incidents, abuse, legal process, or breaches of these Terms.

We are not liable for any downtime, data loss, loss of revenue, or other damage arising from unavailability, and no service credits are offered except as expressly agreed in a separate written service-level agreement signed by an authorized officer of the Company. We will use reasonable efforts to provide support to paying Merchants during our published business hours through the support channels we make available (e.g. email, WhatsApp, in-app chat).

15. API Access

From time to time we may make application programming interfaces ("APIs") or SDKs available to Merchants or integration partners to enable additional functionality. Where an API is made available, your use of it is governed by the Documentation and any API-specific terms we publish, which are incorporated into these Terms. We may add, modify, deprecate, throttle, restrict or discontinue any API at any time, with or without notice. APIs may be subject to usage limits and security requirements, and we may suspend access for breaches of these Terms, abusive use, or excessive consumption of resources.

16. Mobile Application Terms (Apple / Google)

If you download, install or use our mobile applications from the Apple App Store or Google Play Store, the following additional terms apply, in addition to these Terms. In case of conflict between these Terms and the platform's terms, these Terms prevail between you and us, but you must comply with the platform's additional terms.

16.1 Apple App Store Additional Terms

• Acknowledgement. These Terms are between you and us only, and not with Apple Inc. ("Apple"). We, not Apple, are solely responsible for the iOS application and its content.
• Scope of Licence. The licence granted to you for the iOS application is limited to a non-transferable licence to use the application on any Apple-branded product that you own or control and as permitted by the Usage Rules in the Apple Media Services Terms and Conditions.
• Maintenance & Support. We are solely responsible for any maintenance and support services for the iOS application. Apple has no obligation whatsoever to furnish any maintenance or support services.
• Warranty. To the maximum extent permitted by law, Apple has no warranty obligation with respect to the iOS application. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any); beyond that, Apple has no other warranty obligation.
• Product Claims. We, not Apple, are responsible for addressing any claims by you or a third party relating to the iOS application, including product liability, consumer protection, and IP infringement claims.
• IP Infringement. In the event of any third-party claim that the iOS application or your use of it infringes that party's intellectual property rights, we, not Apple, are solely responsible for the investigation, defence, settlement and discharge of any such claim.
• Third-Party Beneficiary. You acknowledge that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
• Compliance. You represent and warrant that (a) you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

16.2 Google Play Additional Terms

If you download the Android application from the Google Play Store, your use is subject to the then-current Google Play Terms of Service. Google is not responsible for the application or its content, and has no obligation to provide maintenance or support for it. To the extent these Terms conflict with the Google Play Terms of Service in relation to Google's role, the Google Play Terms of Service control with respect to Google.

17. Merchant Compliance with Consumer & Trade Laws

Merchants selling to consumers in or from Hong Kong are solely responsible for complying with all applicable laws and regulations, which include (without limitation):

• Trade Descriptions Ordinance (Cap. 362) — prohibiting false trade descriptions, misleading omissions, aggressive commercial practices, bait advertising, bait-and-switch, and wrongly accepting payment;
• Sale of Goods Ordinance (Cap. 26) — implied conditions as to title, correspondence with description, and merchantable quality;
• Supply of Services (Implied Terms) Ordinance (Cap. 457) — implied terms as to reasonable care and skill in the supply of services;
• Control of Exemption Clauses Ordinance (Cap. 71) — restrictions on reliance on exemption clauses in consumer contracts;
• Unconscionable Contracts Ordinance (Cap. 458) — restrictions on unconscionable contracts with consumers;
• Competition Ordinance (Cap. 619) — prohibitions on anti-competitive conduct; and
• Sector-specific licensing and advertising rules applicable to the Merchant's products or services.

We are a platform provider and are not a party to transactions between Merchants and their End-Customers. We make no representation that the Service by itself ensures compliance with any of the above laws; Merchants must obtain their own legal advice and assume sole responsibility.

18. Merchant Fulfilment, Returns & Refunds

Merchants are solely responsible for order processing, shipping, delivery timeframes, returns, refunds and customer care in respect of their End-Customers. Merchants must publish clear return, refund, shipping and cancellation policies on their storefront and handle disputes promptly and fairly. Save where required by mandatory law, there is no general statutory cooling-off right for online retail purchases in Hong Kong, but certain sectors or products may be subject to sector-specific cooling-off rules (for example, certain financial products or unsolicited services contracts). Merchants are responsible for identifying and complying with any such rules that apply to their business.

19. Warranties & Disclaimers

Except as expressly set out in these Terms, and to the maximum extent permitted by applicable law, the Service, including all AI Features, Beta Features, APIs, third-party integrations, Documentation and Content, is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied. We disclaim all warranties, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or that defects will be corrected, or that the Service will meet your requirements.

20. Limitation of Liability

To the maximum extent permitted by applicable law:

1. Neither party shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data, data-use, or anticipated savings, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.
2. Our total aggregate liability to you for all claims arising out of or related to these Terms or the Service shall not exceed the total amount of Fees actually paid by you to us for the Service in the six (6) months immediately preceding the event giving rise to liability.

21. Indemnification

You will defend, indemnify and hold harmless the Company and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, actions, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or related to: (a) your Merchant Content; (b) your products, services, storefront operations, End-Customer transactions, returns, refunds and customer-service conduct; (c) your use of, or inability to use, the Service (including AI Features and AI Output); (d) your breach of these Terms or any applicable law; (e) your infringement of any third-party intellectual property, privacy or other right; or (f) your use of Third-Party Services.

We will promptly notify you of any such claim, reasonably cooperate (at your expense) in the defence, and allow you to control the defence and settlement provided that any settlement that imposes any non-monetary obligation or admission on us requires our prior written consent (not to be unreasonably withheld).

22. Termination, Suspension & Data Export

22.1 Termination by You

You may terminate your account at any time by cancelling auto-renewal through the admin console, after which your Subscription will end at the conclusion of the current paid term. No refunds will be given for the remainder of the paid term. To delete your account and personal data entirely (in-app, admin console, and the 30-working-day timeline), see our Account & Data Deletion page.

22.2 Termination or Suspension by Us

We may suspend or terminate your access to the Service, in whole or in part, immediately and without liability, where:

• You have failed to pay any Fees when due;
• You are in material breach of these Terms and, where the breach is capable of remedy, you have failed to cure it within thirty (30) days of our written notice (save that no cure period applies to breaches of Sections 8 or 9);
• We reasonably believe your use poses a security, legal or regulatory risk, is fraudulent, or harms other Users or third parties;
• We are required to do so by law, court order or competent authority; or
• We discontinue the Service or a material part of it.

22.3 Effect of Termination — Data Export

After termination, suspension or expiry, we may delete your data from our active production systems without further notice, subject to lawful retention obligations (e.g. tax, accounting, audit, legal) and routine backup rotation. Data held in backups will be overwritten in the ordinary course.

23. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, typhoons, floods, earthquakes, fires, pandemics, epidemics, civil disturbances, acts of war or terrorism, acts of government, labour disputes, failures or interruptions of power, telecommunications, internet service, cloud infrastructure or third-party services, cyber-attacks, or material shortages ("Force Majeure Events"). The affected party will use reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Subscription by written notice, without liability.

24. Changes to the Terms

We may update these Terms from time to time to reflect changes in our operations, features, legal or regulatory requirements, or industry practice. When we make material changes, we will provide notice by (a) updating the "Last Updated" date at the top of this page, (b) posting the revised Terms, and (c) where appropriate, notifying you by email, in-app banner, or other reasonable means. The revised Terms take effect on the later of the date posted and the date specified in the notice. Your continued use of the Service on or after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service and cancel your Subscription.

25. Survival

The following provisions will survive termination or expiry of these Terms: Section 2 (Definitions), Section 5.3 (No Refunds), Section 9 (Content & Intellectual Property), Section 10.4 (No IP Indemnity for AI Output), Section 12 (Customer Data & PDPO Compliance) insofar as data has not been returned or deleted, Section 19 (Warranties & Disclaimers), Section 20 (Limitation of Liability), Section 21 (Indemnification), Section 22.3 (Effect of Termination), Section 25 (Survival), Section 26 (Governing Law), Section 27 (Miscellaneous), Section 28 (Contact), and any other provision that by its nature is intended to survive.

26. Governing Law & Dispute Resolution

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the exclusive jurisdiction of the courts of Hong Kong SAR for the resolution of any dispute, claim or proceeding arising out of or in connection with these Terms or the Service. Nothing in this Section limits a party's right to seek interim or injunctive relief from any court of competent jurisdiction in order to protect its intellectual property rights, confidential information or other legitimate interests.

27. Miscellaneous

27.1 Entire Agreement

These Terms, together with the Privacy Policy, any order form or plan description, the Documentation, and any additional terms for specific features, constitute the entire agreement between you and us concerning the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

27.2 Severability

If any provision of these Terms is held invalid, illegal or unenforceable, the provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.

27.3 No Waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision. A waiver is effective only if it is in writing and signed by an authorized representative of the Company.

27.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent; any attempted assignment without consent is void. We may assign these Terms to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, without your consent.

27.5 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise or employment relationship between the parties. Neither party has authority to bind or commit the other.

27.6 No Third-Party Beneficiaries

Except for the rights granted to Apple and its subsidiaries under Section 16.1, and to our affiliates under Sections 21 (Indemnification) and 20 (Limitation of Liability), there are no third-party beneficiaries to these Terms. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) does not apply to these Terms except as expressly stated.

27.7 Notices

We may give notices to you by email to the address on your account, by in-service notification, or by posting on our website. You may give notices to us by email to [email protected] or to our registered office set out in Section 28. Notices are effective upon receipt.

27.8 Export Control & Sanctions

You must comply with all applicable export-control and sanctions laws, including those of Hong Kong, the United Nations, the United States, and the European Union. You will not use, export, re-export, release or transfer the Service in violation of any such laws.

27.9 Anti-Bribery & Anti-Money Laundering

Each party will comply with all applicable anti-bribery, anti-corruption and anti-money-laundering laws, including the Prevention of Bribery Ordinance (Cap. 201) and the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) of Hong Kong.

27.10 Language

These Terms are drafted and executed in English. Any translation provided for reference only; in case of inconsistency, the English version prevails.

27.11 Headings

Headings are for convenience only and do not affect interpretation.

28. Contact