SUBSCRIPTION AGREEMENT (the Agreement)

 

THE AGREEMENT

 

The subscriber (the "Subscriber") agrees to subscribe the service provided by eCredit Management Limited ("eCML") under the following Terms and Conditions (the "Terms and Conditions") and General Terms and Conditions (the "General Terms and Conditions")

 

TERMS AND CONDITIONS

 

1.     The Subscriber has read and agreed that the General Terms and Conditions listed hereunder and all the particulars as provided and/or defined on each page of the Portal (defined below) are made as an integral part of this Agreement unless expressly specified in any other documents and/or agreements defined in the Agreement.

2.     The Subscriber declares that the Subscriber's particulars provided to eCML are true and accurate in each and every respect.

3.     Subject to Clause 17, the Subscriber agrees to be bound by the terms and conditions of this Agreement by start using or made any payment to commence using the Service (as defined below).

 

Service Details

 

4.     eCML provides a credit check data base and assisted public data search and enquiries on web basis (the "Service" or "Services") through the portal under the website:

http://www.CreditCheck.com.hk or http://www.CreditCheck.hk (the "Portal").

5.     Subject to Clauses 3 and 6, the Service includes the provision of:

a)     Online self-service and/or assisted search on the Court Lead (the "CL Search") (a search unit ("CL Search Unit") is defined as any entry/input of a target subject in the search field of the CL Search by the Subscriber and/or by eCML on the Subscriber's behalf and processed by the Portal), and is subject to the categories to be defined in each Quotation, if any;

b)     online and/or assisted auto-monitoring service on the Court Lead (the "AMS") per functional details as provided on the relevant Portal page(s), any other separate agreement and/or Quotation; in particular, one AMS Unit (the "AMS Unit") means one target subject to be input in the auto-monitoring system of the Portal; and the Subscriber is required to input the target subjects on a proforma in Excel format downloaded from the AMS at the Portal and to upload to AMS at the Portal at the Subscriber's end with or without eCML's assistance;

c)      assisted Public Data search (the "PD Search") (a search unit ("PD Search Unit") is defined as any one target subject check requested by the Subscriber) and is subject to the categories to be defined in each Quotation, if any;

d)     assisted enquires on Subscriber's behalf on Land Registry Search (the "LR Search") (a search unit ("LR Search Unit") is defined as any one target subject address check requested by the Subscriber) and is subject to the categories to be defined in each Quotation, if any;

e)     assisted enquires on Subscriber's behalf on Companies Registry Search (the "CR Search") (a search unit ("CR Search Unit") is any one target subject check requested by the Subscriber) and is subject to the categories to be defined in each Quotation, if any;

f)       assisted enquires on Subscriber's behalf on Official Receiver's Office Search (the "ORO Search") (a search unit ("ORO Search Unit") is any one target subject company and/or natural person check requested by the Subscriber) and is subject to the categories to be defined in each Quotation, if any

g)     any other assisted enquires (the "Other Service") on Subscriber's behalf on any public, legitimate and authorized access data bases whether payment for acquiring such data is required or not; and

h)     the terms CL Search Unit, AMS Unit, PD Search Unit, LR Search Unit, CR Search Unit and ORO Search Unit are collectively and/or individually referred to as Search Unit.

6.     Detail descriptions of individual Service functions are defined on the Portal corresponding to the respective Service unless otherwise expressly specified in a Premier or Individual Agreement and/or Quotation.

7.     The term "target subject" means a natural person and/or an entity including a company and the input of such in the search field shall be made in accordance with the input guidelines as provided in the Portal from time to time by eCML unless otherwise specified herein.

 

Service Fees

 

8.     Subject to Clause 17, if the Subscriber subscribes the CL Search, the Subscriber agrees to pay a search fee (the "CL Search Fee") via one of the online payment portals upon registration to use the CL Search regardless whether the Subscriber has made any search via the Portal or not. .

9.     Subject to Clause 17, if the Subscriber subscribes the AMS, the Subscriber agrees to pay a fee (the "AMS Fee") via one of the online payment portals upon registration to use the AMS regardless whether the Subscriber has fully utilized the AMS as defined on the fee schedule of the AMS on the Portal.

10.  Subject to Clause 17, if the Subscriber subscribes the PD Search, the Subscriber has to deposit the amount specified by eCML at the Portal (the "PD Search Fee") via one of the online payment portals and submit the target subject particulars to eCML for conducting the assisted enquires on the Subscriber's behalf.

11.  Subject to Clause 17, if the Subscriber subscribes the LR Search, the Subscriber has to deposit the amount specified by eCML at the Portal (the "LR Search Fee") via one of the online payment portals and submit the target subject particulars to eCML for conducting the assisted enquires on the Subscriber's behalf.

12.  Subject to Clause 17, if the Subscriber subscribes the CR Search, the Subscriber has to deposit the amount specified by eCML at the Portal (the "CR Search Fee") via one of the online payment portals and submit the target subject particulars to eCML for conducting the assisted enquires on the Subscriber's behalf.

13.  Subject to Clause 17, if the Subscriber subscribes the ORO Search, the Subscriber has to deposit the amount specified by eCML at the Portal (the "ORO Search Fee") via one of the online payment portals and submit the target subject particulars to eCML for conducting the assisted enquires on the Subscriber's behalf.

14.  Subject to Clause 17, if the Subscriber uses the Other Service, the Subscriber has to deposit the amount specified by eCML at the Portal (the "Other Service Fee") via one of the online payment portals and submit the target subject particulars to eCML for conducting the assisted enquires on the Subscriber's behalf.

15.  Subject to Clause 17, all payments to eCML are made in advance of the Service provided unless otherwise expressly specified in any supplemental terms.

16.  The CL Search Fee, the AMS Fee, the PD Search Fee, the LR Search Fee, the CR Search Fee, the ORO Search Fee and/or the Other Service Fee payable to eCML as defined in Clauses 8, 9, 10, 11, 12, 13 and 14 (collectively called the "Service Fees") shall be deemed payable to eCML and are not refundable upon registration of the Subscriber and/or service provided by eCML.

17.  Subject to Clause 18, Clauses 8, 9, 10, 11, 12, 13 and 14 shall not apply to:

a)     any Agreement signed/executed/entered before the date of this Agreement.

b)     a Subscriber who/which has entered into a "Premier or Individual Agreement" with eCML for Service provided by eCML on a volume discount basis;

c)      any service quotation (the "Quotation") offered by eCML and accepted by the Subscriber which contains an express term specifying that such offered and accepted Quotation and/or any provision therein shall supersede and/or replace this Agreement; and/or;

d)     any other form of agreement, including a supplemental rider, entered between a Subscriber and eCML which contains an express term specifying that such agreement and/or any provision of such agreement shall supersede and/or replace any of the terms of this Agreement.

18.  Unless expressly specified in any of the forms of agreement as described in Clauses 17(a), (b), (c) and (d), the remaining provision(s) of this Agreement that have/has not been replaced by such forms of agreement shall remain valid and enforceable.

 

Validity of Acquired Service

 

19.  Save and without prejudice to Clauses 17 and 18 and/or specified under any of the forms of the agreement, including offered and accepted Quotation, all Service Fees paid for any of the Service shall only be valid for a period as specified by and under each and individual subscription (the "Service Period") and any unused Search Units subscribed, credit and/or Service Fees shall be deemed expired and not refundable after the Service Period. For avoidance of doubt, all pre-paid Search Units acquired under this Agreement will not be valid by the end of the Service Period from the date of such Search Units were purchased and such Service Fees paid shall not be refundable. Subscribers are advised to fully utilize their purchased Search Units within the Service Period after they purchased their Search Units.

20.  This Agreement shall be governed by the laws and subject to the exclusive jurisdiction of the Hong Kong Special Administrative Region.

 

GENERAL TERMS AND CONDITIONS

 

1.       The General Terms and Conditions forms an integral part of the Agreement.

 

2.       All information (the "Information") obtained from the Portal is licensed to the Subscriber by eCML pursuant to the Terms and Conditions of this Agreement and is for the exclusive use of the Subscriber. It is expressly prohibited to use such Information in any direct and/or indirect marketing, unfair, deceptive, and any other unlawful purpose.

 

3.       The Information obtained by the Subscriber shall be held in strict confidence and shall never be reproduced, revealed, or made accessible in whole or in part, in any manner whatsoever, to any third party unless required by law, or eCML's written consent.

 

4.       Subject to Clause 3 of the General Terms and Conditions, the Subscriber may reveal to the target subject of the Information that eCML is a source of information about the target subject and refer the said target subject to eCML for the purpose of reviewing and verifying such Information with eCML.

 

5.       None of the Information may be used to create the whole or any part of any mailing list, telemarketing list, other marketing or research aid or other data compilation which is to be sold or otherwise provided to any third party.

 

6.       Save and without prejudice to Clause 3 of this General Terms and Conditions, if the Subscriber is a lawyer of a law firm, he/she may disclose such information to his/her client(s) for the purpose of legal professional usage but he/she must ensure that the Information shall not be directly used or produced in any court proceedings and be protected by legal professional privilege.

 

7.       The Subscriber accepts and acknowledges that eCML does not and cannot guarantee or warrant the correctness, completeness or currentness of the information. The Subscriber also agrees and acknowledges that every business decision to some degree or another, represents the assumption of risk and that eCML, in furnishing such information, does not and cannot underwrite or assume the Subscriber's risk, in any manner whatsoever. The Subscriber therefore agrees that eCML shall not be liable to the Subscriber for any loss, damage or injury arising out of or caused, in whole or in part, by eCML's negligent or other acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Information or otherwise in performing this Agreement.

 

8.       The Subscriber agrees that eCML shall not be liable for special, incidental, exemplary, or consequential damages (including loss of profits) incurred by the Subscriber in, directly or indirectly, using the Information so provided by eCML under this Agreement.

 

9.       If, notwithstanding the foregoing, liability can be imposed on eCML, then the Subscriber agrees that eCML's aggregate liability for any and all losses or injuries to the Subscriber arising out of any negligent or other acts or omissions of eCML in connection with anything to be done or furnished hereunder, regardless of the cause of the loss or injury and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the amount paid during the term of this Agreement by the Subscriber for the information licensed hereunder or HK$500 whichever the lesser, and the Subscriber covenants and promises that it shall not sue eCML for any greater amount.

 

10.    The Subscriber agrees that eCML may revise its tariff charges at its discretion without notice.

 

11.    Except as otherwise stated or required by law, neither eCML nor any of its trade names, trademarks, or service marks may be used for any purpose as the identification of the Subscriber's source of reference.

 

12.    The Subscriber acknowledges that the Information licensed by eCML is proprietary to eCML and comprises: (a) works of original authorship, including compiled information containing eCML's selection, arrangement, and coordination and expression of such information or pre-existing material it has created, gathered, or assembled, (b) confidential and trade secret information, and (c) information that has been created, developed, and maintained by eCML at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm eCML. The Subscriber shall not commit or permit any act or omission that would impair eCML's proprietary and intellectual property rights in the information licensed by eCML. Subject to Clause 3 of this General Terms and Conditions, the Subscriber shall reproduce eCML's copyright notice and proprietary rights legend on all authorized copies of such Information.

 

13.    eCML may terminate this Agreement at any time and without prior notice in the event of a breach thereof by the Subscriber, and otherwise upon 14 days' written notice. If there is any remaining balance of units of service, the Subscriber shall not have any refund but shall be allowed to use such within two months from the date of termination of this Agreement and at the expiry of such two-month period, the Subscriber's rights to use such service units will automatically be void.

 

14.    The Subscriber agrees to pay eCML, in advance, according to the payment option selected. If any payment is not made when due, then the entire amount shall immediately become due and payable upon notice. A late payment charge of 3% per month or the highest lawful rate may be applied to the outstanding balance until paid. eCML may suspend services if any payment is not paid when due.

 

15.    The Subscriber agrees to pay/compensate eCML for any costs and/or expenses (legal and otherwise) incurred in the enforcement of eCML's rights and recovery of any outstanding payment and related interest. Such cost(s) will be amounted to a maximum of 45% of the total outstanding payment, its related interest and other costs so incurred in such recovery of the outstanding payment(s).

 

16.    The Subscriber agrees to comply with all regulations stipulated under the Personal Data (Privacy) Ordinance, Cap 486, and any applicable privacy, data protection, or other requirements imposed by any law and regulations of the Hong Kong Special Administrative Region and any other foreign jurisdictions when such information obtained from eCML is used by the Subscriber in such and respective jurisdictions.

 

17.    eCML shall be entitled to assign any of the rights and/or liabilities of this Agreement to any of its affiliated, associated and/or subsidiary companies from time to time.

 

18.    The Subscriber agrees that eCML may revise this General Terms and Conditions from time to time at the sole discretion of eCML without notice.

 

19.    The Subscriber expressly agrees that should there be any conflict in interpretation of any clause under this General Terms and Conditions and/or the Agreement, the interpretation given by eCML shall prevail and shall be final.

 

20.    The Subscriber hereby gives express consent that eCML could use the name of the Subscriber in eCML's business marketing material unless the Subscriber has given express written notice to eCML to the contrary within seven (7) days of the commencement of this Agreement.

 

21.    If there is conflict in the Chinese and English version of this General Terms and Conditions and/or the entire Agreement, the interpretation under the English version shall prevail.

 

22.    This Subscription Agreement is to be read in conjunction with our Usage Restriction, Disclaimer, Privacy Policy and Cookies Statement.

 

 

Date: 2020-09-08