Terms of Use for BuddiGo Mobile Application (User Version)

These terms and conditions constitute a binding legal agreement between you and us, Inspirit Studio Limited, its subsidiaries and/or affiliates, and expressly supersede any prior agreements or arrangements you have with us governing and in relation to your use of the Platform (as defined below), including in particular the BuddiGo mobile application (User Version).

By accessing, using, viewing, transmitting, caching, storing and/or otherwise utilizing any parts or features of the Platform in any way, you have agreed to observe and be legally bound by each and all of the terms and conditions set forth in this Agreement below, and waive any right to claim ambiguity or error in this Agreement.

Please read through these terms and conditions before using the Platform. If you do not understand, accept or agree to any of the terms and conditions in this Agreement, please do not use the Platform.

1.

Definitions

In this Agreement, the following terms shall have the corresponding meanings as defined below:-

"Account"
means the account to be opened and maintained by you through the Platform with us in accordance with Clause 6.1 in order to use the Platform to be provided by us.
“Agreement”
means the binding agreement between you and us constituted by these terms and conditions governing and in relation to your use of the Platform.
“Buddi”
means any person who registers through the Platform as such and invites through the Platform offers from you as the User of the Platform, for requesting the Buddi-Service to such Users.
“Buddi-Agreement”
means any agreement between you as a User and a Buddi as formed by the Buddi’s acceptance of your offer through the Platform whereby the Buddi agrees to provide Buddi-Service to you.
“Buddi-App”
means the current version of the BuddiGo mobile application (Buddi Version) for the time being provided by us.
“Buddi-Service”
means the courier, goods and foods transportation and related services provided by a Buddi to you pursuant to a Buddi-Agreement.
“Buddi-Service Fee”
means the fees payable by you to a Buddi in consideration of the Buddi-Service.
“BuddiGo House Rules”
means the rules, regulations, guidelines, policies and code of conducts that we may from time to time adopt and prescribe at our sole and absolute discretion governing your use of the Platform and your use of Buddi-Service provided by Buddis, including but not limited to signing and/or other authentication procedures, cancellation policy, data verification measures and regulations, compensation policy, general disclaimers, etc.
“Comments”
has the meaning specified in Clause 29.
Deposit
means the amount to be captured on the credit card as provided by you for the purpose of placing a request/or offer for the Buddi-Service. The total amount to be captured will be equal to the sum of the Items Price (if applicable) and the Buddi-Service Fee payable by you to the Buddi as estimated by us (our estimation shall be conclusive for such purpose).
“Foods”
means any foods and/or beverage to be purchased and/or delivered by a Buddi on your behalf in the course of providing the Buddi-Service to you.
“Goods”
means any non-Foods Items to be purchased, collected and/or delivered by a Buddi in the course of providing the Buddi-Service to you.
“HK$”
means Hong Kong Dollars.
“Items”
means collectively Foods and/or Goods.
“Items Price”
means in respect of Items to be purchased by a Buddi on your behalf in the course of providing the Buddi-Service to you, the price the Buddi has actually paid to the relevant vendors for purchasing the Items pursuant to your instructions.
“Platform”
means collectively (i) the Buddi-App; (ii) the User-App; (iii) the BuddiGo website www.buddigo.com and any related websites or links; and (iv) the Platform Service.
“Platform Service”
means collectively all the services, functions, contents and products (if any) as described in Clause 2.1 from time to time offered by us through (i) the Buddi-App; (ii) the User-App; or (iii) the BuddiGo website www.buddigo.com and any related websites or links.
“Platform Charge”
means the service fee payable by the Buddis or other users of the Platform to us in consideration of our provision of the Platform for their use.
“User”
means any person who registers through the Platform as such and may from time to time offers to engage through the Platform the Buddis to provide Buddi-Service to such person.
“User-App”
means the current version of the BuddiGo mobile application (User Version) for the time being provided by us.
“We”
means collectively Inspirit Studio Limited and/or its subsidiaries and affiliates, and “us” and “our”, etc. shall have the corresponding meanings.

2.

The Platform Service

2.1
Subject to any changes or enhancements from time to time made by us at our sole and absolute discretion, the Platform Service aims to provide you with:
a.
channels, means and platforms for you to make offers to engage Buddis to provide you with the Buddi-Service and to enter into a Buddi-Agreements with the Buddis for such purpose;
b.
payment gateways and related services to assist you to pay the Buddi-Service Fee to the Buddis; and and
c.
other alternative or additional services or features that we from time to time consider appropriate.

3.

The Buddi-Service

3.1
Subject to any changes or enhancements from time to time made by us at our sole and absolute discretion, the Buddi-Service that you may engage the Buddies to provide you with through the Platform may include:
a.
collecting Goods from you and delivery to such recipient and at such address as specified by you;
b.
purchasing Foods or Goods for and on your behalf or for the recipient as specified by you and delivering such Foods or Goods to you or the recipient at such address as you may specify; and
c.
other alternative or additional services or features that we may from time to time consider appropriate.

4.

The Buddi-Agreement

4.1
The Buddi-Agreement is made and concluded through the Platform between you as a User and a Buddi only. We and the Platform provide technology and facilitate information exchange but will not assist you to reach and conclude a Buddi-Agreement with the Buddi, and we will not be, and will in no event be considered, a party to such Buddi-Agreement, and will not have any duties, obligations and liabilities under such Buddi-Agreement.
4.2
Notwithstanding that we are not a party to any Buddi-Agreement pursuant to Clause 4.1, for the purpose of facilitating the technology and information used in the Buddi-Agreement between you and a Buddi and to the extent necessary and applicable to your use of the Buddi-Service to be provided by the Buddi, and the payment of the Buddi-Service Fee to Buddi, the provisions herein, as applicable, will be automatically deemed to have been incorporated into any Buddi-Agreements you have concluded with any Buddis through the Platform (unless otherwise expressly agreed between you and the Buddi in writing).
4.3
Nothing herein restricts you and the Buddis from making any alternative or supplemental agreements not consistent with the provision of this Agreement, provided that to the extent they are not consistent with the provision of this Agreement (e.g. beyond the scope set out in Clause 3, payment of extra service fees or alternative manner of payment, etc.), such alternative or supplemental agreements will not for the purpose of this Agreement or the Platform be considered part of the Buddi-Agreement between you and the Buddis, the Platform will NOT assist or facilitate you or the Buddis to complete or implement any of those agreements.

5.

Use of the Platform

5.1
You are only authorized to use the Platform to access, get information about, subscribe for and use the Platform Service provided by us and other related purposes (if any) and in the manner specified in this Agreement.
5.2
You may not use the Platform in any manner that could damage, disable, overburden, or impair any of our services, or networks, or interfere with any other party’s use and enjoyment of the Platform. Except as expressly authorized by and subject to the terms and conditions of this Agreement, you may not attempt to gain unauthorized access to the Platform, other accounts, computer systems or networks connected to any server in relation to the Platform, through hacking, password mining or any other means.
5.3
You shall not interfere with and disrupt the Platform, or any servers or networks connected to the Platform or the use by us for providing or in relation to the Platform, or infringe or breach any policies, requirements or regulations of networks connected to the Platform.

6.

Use of the Platform Service

6.1
To use or access the Platform as a User, you will need to open and maintain an Account with us as such through the Platform in accordance with the terms and conditions herein and other related documents referred to herein or otherwise adopted by us from time to time. All applications to opening an Account are subject to approval at our sole and absolute discretion.
6.2
When you open an Account through the Platform, you are required to provide us with the following information:
a.
Title and full name
b.
Preferred customized login name and password (subject to availability and validation by us)
c.
Mobile number
d.
Date of birth
e.
Email Address
f.
Proof of identity (Hong Kong Identity Card)
g.
Credit card and/or bank account information
h.
Any other information as we may from time to time consider necessary
If a Buddi accepts your offer to be engaged through the Platform to provide the Buddi-Service to you, we will capture the required Deposit from your Account or credit card to secure payment for the Buddi-Service Fee, the Items Price (if applicable) and any other related charges (if any) to be payable by you to the Buddi for the provision of the Buddi-Service to you. After the Buddi-Service has been successfully completed by the Buddi, you or the recipient must reimburse the Buddi with the Items Price at the pick-up location or delivery address pursuant to Clause 8.2. When the Buddi has been reimbursed with the Items Price, and if there are no disputes concerning the Buddi-Service, we will debit the Buddi-Service Fee from the Deposit captured and release the balance of the Deposit back to your Account or credit card after one clear working day. In case if you or the recipient fails to duly reimburse the Items Price to the Buddi, we may debit the Items Price or any other related charges from the Deposit captured, without prejudice to other rights and remedies available to us or the Buddi.
6.3
If a Buddi accepts your offer to be engaged through the Platform to provide the Buddi-Service to you, we will capture the required Deposit from your Account or credit card to secure payment for the Buddi-Service Fee, the Items Price (if applicable) and any other related charges (if any) to be payable by you to the Buddi for the provision of the Buddi-Service to you. After the Buddi-Service has been successfully completed by the Buddi, you or the recipient must reimburse the Buddi with the Items Price at the pick-up location or delivery address pursuant to Clause 8.2. When the Buddi has been reimbursed with the Items Price, and if there are no disputes concerning the Buddi-Service, we will debit the Buddi-Service Fee from the Deposit captured and release the balance of the Deposit back to your Account or credit card after one clear working day. In case if you or the recipient fails to duly reimburse the Items Price to the Buddi, we may debit the Items Price or any other related charges from the Deposit captured, without prejudice to other rights and remedies available to us or the Buddi.
6.4
You are required to observe and will be bound by all the rules and regulations as we (“BuddiGo House Rules”) may prescribe from time to time when accessing or using the Platform and in the course of using any Buddi-Service, including but not limited to strictly following the signing in and/or other authentication procedures therein prescribed by us, for registering and maintaining your Account, collecting/buying on your behalf or delivering the goods by the Buddi to you or the recipient at the pick-up location, delivery address and/or otherwise. All BuddiGo House Rules, once being adopted and announced by us, shall for all purposes be deemed to have been incorporated into this Agreement as if they were reproduced verbatim in the body of this Agreement. Failure to comply with this Agreement or any of the BuddiGo House Rules may affect your eligibility for accessing or using the Platform and the Buddi-Service, your Account, or may lead to the termination of your use of the Platform and/or your Account without prior notice or liability to you. You will be held fully liable for any losses caused by such non-compliance to us and any affected Buddis and third parties.
6.5
The location information as well as other information that are essential for identifying and ascertaining your identity or the recipient will be disclosed through the Platform to the Buddi during the course of the provision of the Buddi-Service to you, to be used by the Buddi only on confidential basis and to the extent necessary to facilitate the delivery and completion of the Buddi-Service.
6.6
We reserve the right to reject, or any time terminate, your registration on, access to or use of the Platform and/or your Account at any time if we are of the opinion at our sole and absolute discretion that it is appropriate to do so without prior notice or giving you any reasons or notices.
6.7
We reserve the right, at our sole discretion, to refuse to offer or cease to provide or make available the Platform to any person or entity for any reasons at any time and to change the eligibility criteria for accessing or using the Platform at any time. You may not create or use any Account for any person or entity other than yourself.
6.8
The time and place of meeting for picking up the Items shall be mutually agreed by you and the Buddi concerned. If you or the recipient fail to turn up at the agreed time and place of meeting, without prejudice to any remedies available to the relevant Buddi under the Buddi-Agreement or applicable laws, we reserve the right to immediately terminate your use of or access to the Platform and your Account without any liability or refund to you.
6.9
You hereby warrant that you have all the necessary permissions, licences and authorizations so that you can legally use the Platform, and so that you can legally enter into the Buddi-Agreement and use the Buddi-Service pursuant to the terms and conditions herein and in the Buddi-Agreement. You agree to keep us fully indemnified for any breach of this Clause.
6.10
You agree to comply with all applicable laws and regulations and (if applicable) obtain all necessary licenses or permissions for your use of the Buddi-Service.

7.

Provision and Cancellation of Buddi-Service

7.1
We may (but are not obliged to) from time to time set out indicative Items Price or Items related information on the Platform. All Items Price or Items related information set out or appearing on the Platform are indicative estimation compiled from publicly available information for your reference only. The actual Items Prices are subject to change from time to time by the vendors of the Items, with whom we have no affiliation or connection whatsoever. In addition and without prejudice to our disclaimers in Clauses 13 and 15, we will not verify the accuracy of the Items Prices or any Items related information on the Platform and we will not warrant that they are accurate, update, complete or otherwise.
7.2
If there is any discrepancy between the estimated Items Price specified by you through the Platform and the actual Items Price quoted by the vendor of the Items, the Buddi-Agreement will remain valid with the actual Items Price as long as the actual Items Price does not exceed the estimated Items Price by more than HK$[800] (for each Buddi-Agreement), and the Buddi will proceed to complete the provision of the Buddi-Service pursuant to the Buddi-Agreement by purchasing the Items at the actual Items Price and deliver the same accordingly. Otherwise, the Buddi may inform you of the discrepancy through the Platform and you will then have the option to confirm or cancel the purchase of the Items at the actual Items Price. By confirming your purchase of such Items, you authorize the Buddi to charge and us to collect from you the actual Items Price (i.e. including the shortfall from the estimated Items Price). If you choose to cancel the purchase, we will release the Deposit captured from your credit card according to this Agreement and our prevailing refund policy at the time, and the Buddi-Agreement will be conclusively deemed to have been immediately terminated and each of you and the Buddi will be fully released from all duties and obligations thereof. If we are unable to contact you in such situation, you may be conclusively deemed to have irrevocably chosen to cancel the purchase pursuant to this Clause.
7.3
Unless otherwise expressly agreed by a Buddy, the total weight of any Items to be purchased and/or delivered through any Buddi-Service must not exceed [6] kg. [While we will try to provide you with an estimate of the Items Price (in particular, if the actual Items Price is dependent on its weight, we will try to do so based on the indicated weight and the prevailing pricing rate) for the purpose of Clause 7.1, we do not warrant we will be able to provide you with such estimation or any estimations we provided you will be accurate.
7.4
The cancellation of Buddi-Service (i.e. terminate the Buddi-Agreement) is subject to any cancellation policy from time to time adopted and announced by us (and any express agreement (if any) agreed by you and the Buddi, to which Clause 4.3 applies). We will notify you of any separate cancellation policy from time to time adopted by us and any change thereto through the Platform or in other manner as we consider appropriate. The separate cancellation policy (together with all other BuddiGo House Rules) will for all purposes be deemed operative upon the issuance of the aforesaid notification to be binding on you as if they have been fully and verbatim incorporated in this Agreement.
7.5
Without prejudice to Clause 7.4 (i.e. subject to any cancellation policy from time to time adopted and announced by us and other express agreement between you and any particular Buddi), you or the Buddi may at any time cancel any Buddi-Service through the Platform (whether before or after the Buddi has purchased or collected the subject Items or not). Provided that:
7.5.1
In case if you cancel your request or offer for Buddi-Service after a Buddi has accepted your request (i.e. you initiate to terminate the Buddi-Agreement), but before the Buddi completes the collection or purchase of the Items on your behalf, and
(i)
If your cancellation is received by us within five (5) minutes from the time of the Buddi’s acceptance of your request or offer to request for Buddi-Service, then the Buddi will not charge you any Buddi-Service Fee and your Deposit captured by us will be released to you; or
(ii)
If your cancellation is received by us after five (5) minutes from the time of the Buddi’s acceptance of your request or offer to request for Buddi-Service, then you will be liable to the Buddi for the full amount of the Buddi-Service Fee and the Items Price (if applicable and/or in case if the Buddi is unable to collect the Items Price directly from you or the recipient), and we will debit the same from your Deposit captured by us accordingly.
7.5.3
In case if you cancel your request or offer to request for Buddi-Service after a Buddi has accepted your request (i.e. you initiate to terminate the Buddi-Agreement) and has completed the collection or purchase of the Items from you or on your behalf, then you will be liable to the Buddi for the full amount of the Buddi-Service Fee and the Items Price (if applicable and/or in case if the Buddi is unable to collect the Items Price directly from you or the recipient), and we will debit the same from your Deposit captured by us accordingly.
7.5.4
In case if the Buddi has completed the collection or purchase of the Items but is unable to complete any Buddi-Service due to your default or negligence, including but not limited to any mistake in the information provided by you relating to either the delivery address, identity of the recipient or otherwise, you will be liable to the Buddi for the full amount of the Buddi-Service Fee and the Items Price (if applicable and/or in case if the Buddi is unable to collect the Items Price directly from you or the recipient) and, we will debit the same from your Deposit captured by us accordingly, irrespective of whether the delivery of the Items by the Buddi to you or the recipient has been or will be completed or not.
7.6
In the event of cancellation or termination of the Buddi-Service, irrespective of the reasons thereof, we reserve the right to charge you or the Buddi who requested or caused the cancellation or termination or otherwise in default cancellation fees in such sums and manner (including the amount and method of charging the Users) to be reasonably determined and revised from time to time by us. You will be notified of the above through our updated cancellation policy or otherwise.
7.7
In the event of cancellation of the Buddi-Service initiated by you or due to your default or negligence, and if the Buddi is unable to collect any Items Price from you or the recipient despite reasonable endeavors to do so, we reserve the right to assist the Buddi in collecting the Items Price from you and charge you reasonable handling fees in such amount to be determined by us. You agree to be responsible for and shall without any delay reimburse us such reasonable handling fees.
7.8
If the delivery of the Items includes alcoholic drinks or any other age-restricted items, you must ensure that a person of 18 years of age or older with appropriate identification is present to take delivery of the alcoholic drinks or other age-restricted items. The Buddi may refuse to deliver any age-restricted product to anyone who is, or appears to be under the age of 18 years old (and still be deemed to have duly completed the provision of the Buddi-Service to you), and to charge you for full Buddi-Service Fee and any additional re-delivery/return fees as we deem appropriate.
7.9
Your obligations, duties and liabilities under this Agreement or in relation to your access and use of the Platform shall survive the termination of this Agreement indefinitely for purposes of confidentiality.
7.10
Your sole and exclusive right and remedy against us in the case of dissatisfaction with the Platform, any actual loss incurred or suffered by you, or any other grievance shall be limited to the termination and discontinuation of your access to or use of the Platform.

8.

Payment

8.1
Unless otherwise expressly specified, all currencies appearing in this Agreement are in Hong Kong Dollars (“HK$”) and all payments to be made pursuant to this Agreement or through the Platform shall be made in Hong Kong Dollars accordingly.
8.2
Subject to Clauses 6.3 and 7.5, you should pay or procure the recipient to pay all Items Price to the Buddi directly in cash upon delivery of the Items by the Buddi. You agree that we, and authorize us to, debit the Items Price and charge you reasonable handling fees in such amount to be determined by us from the Deposit captured from your credit card in the event of our assistance in collection under Clause 7.7.
8.3
The Buddi will accept your offer to provide the Buddi-Service to you on the assumption that the total Items Price to be spent or incurred by the Buddi on your behalf will not exceed [HK$800 (or such sum as from time to time specified by us) for each Buddi-Service.
8.4
To facilitate your payment of the Buddi-Service Fee to the Buddis, you shall take steps to ensure that all the credit cards or bank accounts information provided by you to us for such purpose are correct and at all times updated. We shall in no event be liable for failure or delay in making any payment to the Buddi, including but not limited to those caused by such missing or inaccurate information or otherwise. We reserve the right to debit your Account or credit card directly for any sums from time to time payable by you to the Buddies or us.
8.5
Unless otherwise separately and independently agreed between you and any particular Buddi in writing (which will pursuant to Clause 4.3 NOT be recognized as part of the Buddi-Agreement, or for any purpose be recognized, or the performance thereof by you or the Buddi will not be assisted or facilitated, by the Platform or otherwise by us), the total aggregate value of any Items to be handled and delivered by the Buddi in any Buddi-Service for any single Buddi-Agreement shall in no event exceed the sum of [HK$800] and the Buddi is not obliged to provide the Buddi-Service to you if the Items Price exceeds such amount.
8.6
While we shall in no event be liable or responsible for any loss or damages of any Items in relation to the provision of the Buddi-Service, we may (but are not obliged to) from time to time have policies in place to share and bear some of the Buddi’s liability in relation to such loss or damages, if we have reasons to believe that the loss or damages are caused inadvertently with no or minimal fault or negligence on the Buddi’s part. Such sharing and bearing of the Buddi’s liability are strictly subject to our sole and absolute discretion on a case-by-case basis, and will generally be limited to a maximum sum of [HK$500] (or such other maximum sum as we may from time to time adopt and announce) per one Buddi-Agreement. As we are not a party to the Buddi-Agreement between you and the Buddi, nothing herein or through sharing of the Buddi’s liability be deemed to constitute any admission of any liability by us.
8.7
We are entitled to from to time revise our price list for the Buddi-Service Fee, our pricing policy and information, discounts, promotion offers and payment terms related to the Platform from time to time without prior notice. Such revision shall be immediately effective upon our revision, notification or announcement of the same in the Platform or otherwise. You shall be deemed to have accepted the revision, if you continue to use the Platform or your Account thereafter. We reserve the right to charge you or any Users fees or additional fees in relation to your or their use of Platform.
8.8
Processing of the payment (including but not limited to capturing Deposit from your credit card) for your request or offer to request for the Buddi-Service shall not in itself constitute acceptance of your request by us or the Buddi, save that where any request for Buddi-Service is rejected or cancelled by the Buddi or us, any payment made by you for any such request for Buddi-Service may be reversed or refunded by us in accordance with this Agreement and our prevailing refund policy at such time.
8.9
All Items for which you request for or offer to request for the Buddis to purchase and/or deliver on your behalf are subject to availability of such Items and the Buddis who are willing to accept your offer. We reserve the right to cancel, amend or reject your requests or orders for Buddi-Service in whole or in part, at any time and without liability or compensation, where any Items is out of stock, damaged or spoilt, or unavailable for whatever reasons.
8.10
For purposes of estimating any amounts payable by you or refundable to you under the provisions of this Agreement or any Buddi-Agreement, you agree that we shall not be required at any time to provide you with any explanation relating to our calculation methods in estimating such amounts.
8.11
By making any offer to request or request for the Buddi-Service, you authorize us to transmit your personal data and information to the Buddis or relevant third parties from time to time for the purpose of your using the Platform Service and for facilitating your use of the Buddi-Service, which may include but not be limited to the verification checks involving your bank account, debit or credit card numbers or credit reports, authentication of your identity, validation of your credit card, obtaining an initial credit card authorization, and protecting you and us from fraud.
8.12
While we will generally not charge you (as a User) any Platform Charge for using the Platform, we reserve our right to from time to time charge you such amount of Platform Charge in such manner as we may from time to time consider appropriate. We will generally charge the Buddis a portion of the Buddi-Service Fee payable by you to the Buddis as Platform Charge for their use of the Platform.

9.

Disclaimers

9.1
The general disclaimers as from time to time adopted by us and notified you through the Platform or in other manner as we consider appropriate are deemed for all purposes to have been fully incorporated in this Agreement as if they are verbatim copied and included herein.
9.2
We only act as a platform provider for you and the Buddis. For the avoidance of doubt, we do not act as an agent of or between you and/or any Buddis, nor are we acting in the capacity of transport carrier to provide transportation or related services. We are also not a party to the Buddi-Agreement or any other agreements between you and any Buddis concerned. If you have any disputes or claims in relation to the Buddi-Service or Buddi-Agreement against the Buddi, they should be directed against the Buddi directly. We shall in no event be involved or be liable in any disputes between you and the Buddis.
9.3
We do not guarantee that the Platform (including any application) is compatible with your mobile or other devices and it is your responsibility to check for any compatibility issues before installing it onto your devices. We also do not guarantee that the Platform or the respective setting thereof, are available at any time, meeting any specific purposes, of any quality, free from errors, defects, malware and viruses or that, while we use our best endeavors to ensure such compatibility, their contents are up to date and accurate.
9.4
All quotations and estimated time of transportation and other information that we may from time to time provide to you through the Platform or otherwise are merely for reference only, and we have not made and will not make any representations or warranties whatsoever in relation to them, including but not limited to their accuracy, correctness or completeness. We shall not be held liable for any loss or damages you may have incurred or suffered in relation to your use of the Buddi-Service, including but not limited to the manner or mode of collecting or delivery of the Items from or to you or the recipient, any delay or physical damages incurred to the goods when they are being transported to you or the recipient or to the designated place. We also make NO warranties and guarantees whatsoever about the Platform or their availability or that any Buddi will accept your offer to provide you with the Buddi-Service.

10.

Licence to Use the User-App

10.1
When you download the User-App from a source designated by us from time to time, we grant you a limited, non-exclusive, non-transferrable licence to download and install one copy of the User-App on your mobile device and the User-App shall be used for the sole purpose of accessing the Platform subject to the terms and conditions herein.
10.2
In relation to the use of the User-App, you undertake not to do any of the followings:-
a.
modify, adapt, translate, decompile, disassemble or reverse engineer the User-App or any part thereof in any form whatsoever, or otherwise attempt to derive source code or create derivative works therefrom, and shall not authorise or allow any third party to do any of the above;
b.
allow any third party to use the User-App on your behalf or use the User-App on behalf of any third party;
c.
license, sell, offer or expose for sale, lease, loan, transfer, rent, charge, or otherwise encumber, give away or otherwise disseminate the User-App, in whole or in part;
d.
integrate the User-App into products or computer software programs of yours or third parties; or
e.
exceed the number of licenses granted hereunder by creating more than the number of installations, or users of the User-App licensed.
Notwithstanding anything herein to the contrary, we are entitled to request you to uninstall and cease to use the User-App immediately if we are of the opinion that you have breached any terms and conditions herein or otherwise and you are obliged to immediately comply with our request upon receiving notification from us.

11.

Account Management

11.1
You may not be granted access to or otherwise able to use the Platform unless and until your application for opening an Account has been duly approved by us and the Account remains duly and validly maintained under your name. You are solely responsible for maintaining the confidentiality and security of your Account and you agree to immediately notify us of any compromise or security breach of your Account. We shall in no event be held responsible for any losses arising out of any unauthorized use of your Account and you shall keep us fully indemnified for any unauthorized use thereof.
11.2
You agree to provide us with the required accurate and complete information when you register with, and as you use the Platform and you agree to update us of your registered information to keep them accurate and complete at all times. You further agree that we may store and use your registration information to maintain your Account and otherwise in accordance with our privacy policy.
11.3
Unless otherwise permitted by us, every individual or entity is allowed to open and maintain one Account only. If any individual or entity is discovered to possess more than one Account, we reserve the right, at our sole and absolute discretion, to:
a.
close such Account(s) without prior notice;
b.
cancel or deny any requests for the Platform Service through such Account(s);
c.
cancel or invalidate any credits related to such Account(s);
d.
prohibit such Account(s) from making further requests for the Platform Service through such Account(s); and/or
e.
merge, suspend and/or terminate the Platform Service and such Account(s).
11.4
You agree to take all reasonable steps to comply with the BuddiGo House Rules regarding our regulations and measures in verifying the accuracy and truthfulness of the data provided by you.
11.5
In the event that we make a change to or cancel a request for the Platform Service, we may notify you through the Platform, your e-mail and/or billing address/phone number provided to us at the time your Account was opened, or in other manner as we at our sole and absolute discretion consider appropriate.
11.6
You shall have no rights and interest whatsoever in your Account save and except the limited and revocable licence to using the same for the sole purpose of accessing the Platform pursuant to the terms and conditions of this Agreement. Your Account is not transferable or disposable by you in any manner. All rights and interest to your Account shall at all times remain our sole and absolute property.

12.

Text Messaging

12.1
By creating an Account, you agree that we may send you text messages in any manner through the Platform or any other applications (SMS or otherwise) as part of the normal course of providing the Platform Service. You may opt out of receiving text messages from us at any time by turning off the notification of the User-App through the setup of your mobile device. You acknowledge that opting out of receiving text message may impact or render your use of the Platform impossible.

13.

No Warranty

13.1
Whilst reasonable care has been taken in preparing the Platform and the information and materials contained therein, the Platform and all such information and materials are provided on "as is" basis without warranty of any kind, either express or implied, and are subject to change without prior notice.
13.2
In general, we will not verify the data provided by you or any other users/Buddis of the Platform. While we reserve our right to at our absolute discretion take reasonable steps to verify such data provided by you or any other users/Buddis of the Platform, we accept no responsibility or liability to the fullest extent permitted by law for any loss or damage of any nature whatsoever and howsoever arising out of and in connection with the inaccuracy, incompleteness and/or illegality of such data and/or any misrepresentation thereby arisen.
13.3
We may from time to time make available to you the opportunities to purchase services or products from any third party through the Platform. Where links to third party websites and applications are provided, it would be your sole responsibility to read the terms and conditions therein. We shall not make any representations or warranties concerning or take any responsibility for the information and contents contained in those websites and applications and will in no event be liable for any harm or damages related to your access or use thereof or any transactions you made in connection therewith. If you feel dissatisfied and/or suffer any losses or damages in relation to the use of those goods and services provided by any third party, you shall only take action against and/or seek remedy from the third party provider but not any of us.
13.4
No warranties or representations whatsoever regarding non-infringement, security, accuracy, completeness, merchantability, fitness for any purpose or freedom from computer viruses, or any other aspects are given in connection with the Platform or the information and materials contained in the Platform.
13.5
We do not warrant that the Platform or any information or materials contained in or services provided through the Platform will be continuously uninterrupted or error-free, that defects will be corrected, or that the Platform, the information or materials or the servers that comprise or serve the Platform are free of viruses or other harmful components or are accurate or complete. We do not warrant and have not made any representations regarding your use (or inability to use) or the results of your use (or inability to use) of the Platform, the said information, materials, service or otherwise whatsoever.
13.6
To the fullest extent permitted by the applicable law, we accept no liability for any loss or damage of any nature whatsoever and howsoever arising out of and in connection with your access, viewing, use, or the performance of the Platform (or your inability to do so) due to inaccuracy, error, omission or any other cause whatsoever.
13.7
In the event of any loss or damages arising out of and in relation to the Platform or the information or materials in or provided through the Platform, our liability in respect of such losses or damages to you in aggregate shall not exceed HKD500 per incident and our foregoing aggregate liability to you is capped at HKD1,000 within any period of 12 consecutive months, regardless of the form and basis of legal claim or action. We shall also not be held liable for any indirect, consequential, special, punitive, exemplary or reliance damages arising out of or in connection with this Agreement, or any damages arising out of any interruption or disruption in communications or services, unavailability of services, technical malfunction, lost data and lost profits.
13.8
Without prejudice to the foregoing, the Platform Service may also be subject to separate or alternative compensation policies (if any) in the BuddiGo House Rules from time to time adopted by us governing our liability. We will notify you of any separate or alternative compensation policies from time to time adopted by us and any change thereto through the Platform or in other manner as we consider appropriate. The separate or alternative compensation policies will for all purposes be deemed upon the issuance of the aforesaid notification to be binding on you as if they have been fully and verbatim incorporated in this Agreement.
13.9
You hereby waive any and all rights to bring any claim or action related to any matters arisen out of, in connection with or incidental to this Agreement beyond ONE (1) MONTH after the first occurrence of the matters based on which the claim or action is brought, irrespectively of the kind of act, event, condition or omission of which the matters comprise or upon which the claim or action is based.
13.10
We reserve the right, at our sole discretion and at any time to modify or remove or discontinue the provision of the Platform to you (or any part or content thereof) for indefinite periods of time without notice or liability to you.
13.11
Your information (excluding your credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Your credit card information is always encrypted during transfer over networks.

14.

Termination

14.1
We reserve the right to discontinue, suspend or terminate our provision of the Platform to you, or discontinue, suspend or terminate this Agreement and your use of the Platform, immediately at any time without cause or prior notice. In particular, if you fail, or we reasonably suspect that you have failed to comply with any of the provisions of this Agreement or other related agreements, we may immediately or any time thereafter, at our sole and absolute discretion, and without notice to you, discontinue, suspend or terminate this Agreement and your Account and/or preclude your access to the Platform provided by us.

15.

For Information Only

15.1
Unless otherwise specified herein or in the specifications of the Platform and all the information and materials on or accessible through the Platform are provided by us on as-is basis and for information purposes only, and we do not warrant that any such information or materials are true, correct, accurate or complete. You should make your own inquiries and verification, and consult your own attorney or other appropriate professionals for advice concerning the terms and conditions of this Agreement before relying on any of them. In no way are we, by provision of the Platform, or the said information or materials, considered to be engaged in the rendering of legal or other professional advice or services to you.
15.2
We do not warrant that information contained in the Platform will be updated and such information is provided for your reference only. We reserve the right to modify the contents, functions and features in or of the Platform in any manner and at any time at our sole and absolute discretion, but we have no obligation to update, amend or clarify any information provided through the Platform or any related services including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Platform or on any related services should be taken to indicate that all information through the Platform or on any related services have been modified or updated. You agree to take responsibility to monitor and verify any changes in the information in the Platform.
15.3
We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel requests for Buddi-Service if any information provided in the Platform or on any related services is inaccurate or otherwise at any time without prior notice to you.

16.

Intellectual Property

16.1
All materials and information contained in the Platform are proprietary property owned by us and/or third party licensors. Neither the Platform nor any materials therein may be copied, reproduced, uploaded, posted, transmitted or distributed in any way without our prior written consent. In particular, the use or reproduction of any such material or information on any other website, internet, intranet, or computer environment is strictly prohibited.
16.2
Your use of the Platform does not grant you any proprietary or other right in relation to our intellectual property or any proprietary information of us or other related third parties except otherwise explicitly provided by us in writing. You acknowledge and agree that all title, interest, ownership rights and intellectual property rights of whatever nature including, without limitation, all copyright, confidential information, patents, design rights, trademarks, and database rights in and to the Platform are and shall remain the sole and exclusive property of us and/or third party licensors. You acquire no title, right or interest in the Platform other than the licenses specifically granted herein by us (if any). We will retain all rights in and to any copy, translation, modification, enhancement, improvement, development, adaptation or derivative works of the Platform and any work developed under this Agreement.
16.3
All intellectual property rights in relation to the Platform and the contents therein, of any nature whatsoever, subsisting wherever in the world, and whether registered or unregistered, are proprietary to us and/or third party licensors. You may not use or frame by means of any techniques or method to disclose any of our intellectual property or other proprietary information (including images, text, page layout, or form for any purpose) without our prior express consent in writing.

17.

Force Majeure Event

17.1
In addition and without prejudice to Clauses 9, 13 and 15, we shall in no circumstances be liable to you or any other user of the Platform for any delay or non-performance of our, your, any Buddi’s or User’s obligations under this Agreement to the extent that such delay or non-performance is due to a force majeure event.

18.

Confidentiality

18.1
All contents of, or information in or accessible through the Platform shall be held by you in strict confidence and shall, unless required by law, otherwise expressly authorized herein or with our express written consent, never be reproduced, revealed, or made accessible in whole or in part, in any manner whatsoever, to any other persons.

19.

Responsibility for Third Parties’ Actions

19.1
Unless authorized herein or otherwise authorized by us in writing, you shall not allow or authorize any third parties to access or use the Platform through your Account(s) or on your behalf. In any event, you shall be solely and fully responsible for any access to or use by any third parties (authorized by you or otherwise) of the Platform through your Account(s) or purportedly on your behalf.

20.

Use of Trademark and Logo

20.1
Except with our prior written consent, you shall not use any of our trademarks, logos and/or company names for any purposes including but not limited to marketing and publicity campaign.

21.

Independence of Parties

21.1
You shall not be our partner, agent, representative or joint venture. Save as expressly provided herein, you have no authority to assume or create any obligations for or on our behalf, express or implied, with respect to the Platform or otherwise.

22.

Compliance with Laws

22.1
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Platform and your access to any information or material through the Platform.

23.

Severability of Terms

23.1
Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

24.

No Wavier

24.1
No wavier of any term, provision or condition of this Agreement by us, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute a waiver of any other term, provision or condition hereof, whether or not similar, nor shall any waiver constitute a continuing waiver of any such term, provision or condition hereof.

25.

Indemnity

25.1
By accessing or using the Platform, you agree to indemnify and hold us, our directors, officers, staff and agents harmless with respect to any claims arising out of your use of the Platform and your breach of this Agreement. You are barred from suing or recovering any damages from us, our directors, officers, staff or agents as a result of our decision to remove or refuse to delete any information or content, to warn you, to deny, suspend or terminate your access to the Platform and/or any services provided through it, or to take any action during the investigation of a suspected violation or as a result of our suspicion or belief that a violation has occurred.
25.2
The Indemnity in Clause 25.1 applies to all violations by you described in, contemplated by, in relation or incidental to this Agreement.

26.

Linked Websites

26.1
The materials and contents available via the Platform may include materials from third parties. You agree that we will not examine or evaluate, and are not responsible for examining or evaluating, their content or accuracy and we do not warrant or will not have any liability or responsibility for any third party materials or websites. You agree that you will not use any materials and contents available via the Platform or third party materials in a manner that would constitute an infringement or violation of the rights of us or any other party and that we are not in any way responsible for any such use by you.
26.2
We are not responsible for the contents available on or the set-up of any other websites or resources linked to the Platform. Access to and use of such other websites or resources are entirely at your own risk and subject to any terms and conditions that may be applicable to such access/use. By providing hyperlinks or other connections to other websites or resources, we shall not be deemed to control, endorse, recommend, approve, guarantee or introduce any third parties or any of the contents, information, services/products they provide on or through such websites or resources, or have any form of cooperation with such third parties and websites.
26.3
We reserve the right to from time to time remove and/or terminate any links, connections or linking programs at any time. Unless otherwise expressly specified or agreed to by us, we are not a party to any contractual arrangements entered into between you and the provider of any external website or resources. We are not responsible for any damages or losses (whether direct, indirect, special, consequential or incidental) caused by any interruptions, delays, defects, acts or omissions that may exist in the Platform, information, materials or other contents provided in any external website or resources through the Platform.

27.

Interpretations

27.1
In this Agreement:
a.
where the context so admits, the use of the singular includes the plural and the use of the plural includes the singular and reference to any one gender imports a reference to the masculine, feminine and neuter genders;
b.
references to a Clause are to a Clause of this Agreement except where otherwise stated;
c.
headings to Clauses are for the purpose of information and identification only and do not form part of this Agreement;
d.
references to a “person” include any individual person, partnership, firm, company, body corporate or corporation or organization; and
e.
Where an act is required to be done within a specified number of days after or from a specified date, the period is inclusive of and begins to run from the date so specified.

28.

Message, Internet and Downloading

28.1
We are not responsible for any damages incurred by you (or any other users of the Platform) in relation to any message or communication sent or made between you and any User/ Buddi over the internet. We are not responsible in any way for any direct, indirect, special, consequential, incidental or other damages, losses or expenses arising out of or in connection with your use of the Platform or any information or materials contained in, or in the services provided through the Platform.
28.2
Due to the nature of the internet, communications or transactions may be subject to interruption, transmission blackout, delayed transmission and incorrect data transmission beyond our control. We will not be liable for malfunctions, interruption or unavailability in communications facilities that may affect the accuracy or timeliness of communications between you (and any other users/Buddis of the Platform) and us.
28.3
We do not represent or warrant that the Platform will always meet with your requirements, or that your access to them will not be interrupted, or that there will be no delays, failures, errors or omissions or loss of transmitted data or information, or that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have the sole responsibility for ensuring adequate protection to your computer system and mobile phones and back-up of data, information and/or equipment and for undertaking appropriate precautions to scan for computer viruses or other destructive properties. We make no representations or warranties as regards the accuracy, functionality or performance of any third party software that may be used in connection with the Platform. In no event shall we be liable or have any responsibility for damages, losses or expenses of any kind, whether direct, indirect, special, consequential or incidental, resulting from access to or use of, or inability to access or use, the Platform.

29.

Comments, Feedback and Other Submissions

29.1
If at our request, you send certain specific submissions or comments, or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise, through the Platform or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us.
29.2
We are and shall be under no obligation, including but not limited to, to:
a
maintain any Comments in confidence;
b
pay compensation for any Comments; or
c
respond to any Comments.
29.3
We may, but are under no obligation to, monitor, edit or remove content that we determine, in our sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violating any party’s intellectual property or in breach of this Agreement.
29.4
By sending and/or posting your Comments, you agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Platform or any related website.
29.5
You agree not to use a false e-mail address and mobile number, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.

30.

Prohibited Uses

30.1
In addition to other prohibitions as set forth in this Agreement, you are prohibited from using the Platform or any related website, other websites/ apps or the mobile network and internet:
a.
for any unlawful purpose;
b.
to solicit others and Buddis to perform or participate in any unlawful acts;
c.
to violate any regulations, rules, laws, or local ordinances;
d.
to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
e.
to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
f.
to transmit or submit false or misleading information;
g.
to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform or of any related website, other websites/apps, or the internet;
h.
to collect or track the personal information of others;
i.
to spam, phish, pharm, pretext, spider, crawl, or scrape;
j.
for any obscene or immoral purpose; or
k.
to interfere with or circumvent the security features of the Platform or any related website, other websites, or the internet.

31.

Language Versions

31.1
In case of discrepancies between the English and Chinese (if any) versions of these terms and conditions, the English version shall apply and prevail

32.

Modification of Terms

32.1
We reserve the right, at our sole discretion, to vary, amend, supplement, update, change or replace any part of the terms and conditions in this Agreement at any time by us through the Platform or in other manner as we consider appropriate. It is your sole responsibility to review these terms and conditions in this Agreement on a regular basis for any changes. If you do not agree to the changes in such terms and conditions, you should immediately cease to access or use the Platform or related services. You will be deemed to have accepted the variation, amendment and supplement of such terms and conditions if you continue to access or use the Platform or any related services after such variation, amendment and supplement.

33.

Third Party Contract Rights

33.1
No person other than you and us has any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) or otherwise to enforce or to enjoy the benefit of any terms or conditions of this Agreement. For the avoidance of doubt, no consent from any person other than you and us will be required to rescind or vary this Agreement at any time.
33.2
No person other than you and the Buddi has any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) or otherwise to enforce or to enjoy the benefit of any terms or conditions of the Buddi-Agreement. For the avoidance of doubt, and subject to this Agreement, no consent from any person other than you and the Buddi will be required to rescind or vary the Buddi-Agreement at any time.

34.

Law and Jurisdiction

34.1
This Agreement and the relationship between you (and any users of the Platform) and us shall be governed by the laws of Hong Kong Special Administrative Region and you agree to submit to the exclusive jurisdiction of the courts of Hong Kong Special Administrative Region for all matters in relation to this Agreement and the Platform.