| This Agreement involves the following parties: |
| (a) |
2GoTrade Limited ("2GoTrade"), a company incorporated in Hong Kong
with a registered office at Unit 313-315, 8 Science Park West Avenue, Shatin,
Hong Kong, who will be responsible for providing financial information under
this Agreement. |
| (b) |
Subscriber,
the person who uses and/or accesses to the Services and/or the Content provided
by 2GoTrade ("Subscriber"). |
| |
|
| 1
|
Definitions |
| 1.1 |
In
these terms and conditions, the following terms shall have the following
meanings: |
| (i) |
"Content"
includes without limitation any content, software, data, information, messages
and all textual, audio, video, still image, graphical and other content
or material that can be accessed by or through the Services; |
| (ii) |
"Content
Provider" means any third party, which provides the Content and/or
operates the Services; |
| (iii) |
"HKEx"
means The Stock Exchange of Hong Kong Ltd; |
| (iv) |
"SEIS"
means HKEx Information Services Limited, the subsidiary of HKEx; |
| (v) |
"Services"
means the delivery of the Content via the applications supported by 2GoTrade; |
| (vi) |
"Login
ID and Password" means a unique personal identifiers and its corresponding
password issued by 2GoTrade to the Subscriber for gaining access to the
Services; |
| (vii) |
"Fees"
means the subscription fee, connection charges, access fees and other fees
and charges from time to time payable by the Subscriber and/or any party
thereof for the Subscriber's use and/or access to the Services and/or the
delivery of the Content; |
| (viii) |
"Broker"
means the company in the field Broker on the Go.Tools Subscription Form
(if any). |
| |
|
| 2
|
2GoTrade's
Responsibilities |
| 2.1 |
In
consideration of the Subscriber paying the Fees to 2GoTrade (through Broker,
if applicable), 2GoTrade shall provide Login ID(s) and Password(s) to the
Subscriber (through Broker, if applicable) that permits the Subscriber
to access the Services on a non-exclusive, non-transferable basis in accordance
with the terms and conditions herein contained, subject to all copyright
notices and/or restrictions applicable to the Services and the Content.
Any such access shall not permit, without the prior written of 2GoTrade
any local area network or wide area network distribution of the Services
and the Content, and is for individual use only. |
| 2.2 |
2GoTrade
may, at its absolute discretion and at any time, add, amend or remove, without
prior notice to the Subscriber, alter the presentation, and/or functionality
of any Content or the Service. |
| 2.3 |
2GoTrade
reserves the right at all times to immediately suspend or terminate the
Subscriber's access to the Services without notice, where 2GoTrade, Content
Provider and/or SEIS is of the opinion that the Subscriber has breached
any the terms contained in this Agreement or that such action is appropriate,
desirable or necessary in the reasonable opinion of 2GoTrade, Content Provider
and/or SEIS. And the Subscriber will not be entitled to a refund of any
Fees on the termination. |
| 2.4 |
2GoTrade
reserves the right at all times to amend the Fees or introduce new fees
or amend any of the terms and conditions of this Agreement which amendments
shall be notified to the Subscriber on or before 15th calendar day of the
month and which shall take effect on the 1st calendar day of the following
calendar month. If the subscriber does not agree to such amendments, the
Subscriber can give notice of termination of this agreement, on or before
the 25th calendar day of that month, which termination shall take effect
on the last day of the same calendar month in which such notice is received
by 2GoTrade. For all termination notices received by 2GoTrade from the 26th
day to the last calendar day of the calendar month, the termination shall
take effect on the last calendar day of the following calendar month which
such notice is received by 2GoTrade. And the Subscriber shall be liable
for all the Fees payable up to the effective date of termination. |
| 2.5 |
2GoTrade
shall be entitled to charge the Subscriber interest in respect of late payment
of any sums due at the rate of 12% per annum. |
| |
|
| 3
|
Subscriber's
Responsibilities |
| 3.1 |
The Subscriber
agrees to use the Services in accordance with the terms of this Agreement
and any contract entered into between 2GoTrade, subsidiary companies or
associated companies and/or where relevant and
any third party and Content Provider for the provision of any Content
and without limitation to the foregoing agrees to comply with any directions
issued by or on behalf of 2GoTrade from time to time to ensure the Subscriber's
compliance with its obligations.
|
| 3.2 |
The
Subscriber shall pay all Fees in advance on a monthly basis to 2GoTrade
(through Broker, if applicable) in accordance with the terms of this Agreement
and/or any payment schedule or any other directions issued by 2GoTrade from
time to time. |
| 3.3 |
The
Subscriber hereby acknowledges and agrees, unconditionally and irrevocably
that the Services and the Content are protected by copyright or other intellectual
property or similar rights and is proprietary to and/or belong to 2GoTrade,
subsidiary companies or associated companies and/or where relevant, third
party Content Providers, and are for use solely by the Subscriber. And The
Subscriber shall not reproduce, distribute, publish, copy, download, transmit,
manipulate or otherwise exploit any Content in any form by any means without
the prior written consent of 2GoTrade and/or any third party Content Provider
and the relevant requisite licenses and approvals owned by the Subscriber. |
| 3.4 |
The
Subscriber shall forthwith notify 2GoTrade in writing of any misuse of,
or infringement of, any copyright or other intellectual property rights
subsisting in the Content. |
| 3.5 |
The
Subscriber shall not trespass, hack, break into, access, use or attempt
to hack, break into, access or use any other parts of 2GoTrade's servers,
the Content and/or any data areas for which the Subscriber has not been
authorized by 2GoTrade. |
| 3.6 |
The
Subscriber shall not assign, transfer or sub-license all or any part of
its rights or obligations under this Agreement; |
| 3.7 |
The
Subscriber hereby agrees to indemnify and to keep 2GoTrade fully and effectively
indemnified against any action, liability, cost, claim, loss, damage, proceeding,
expense (including legal costs) suffered or incurred by 2GoTrade arising
from or which is directly or indirectly related to the Subscriber's use
of the Services and any other person's use of the Services or any breach
or non-observance of any term of this Agreement by the Subscriber or any
other person, where such person was able to access the Services by using
the Login ID(s) and Password(s). |
| 3.8 |
As
part of the regulations of SEIS, 2GoTrade has to keep the name, address
and contact details of every Subscriber of Go.Tools. The Subscriber agrees
to provide such personal data as reasonably requested by the SEIS when
necessary for the provision of the Services. |
| 3.9 |
In
accordance with the provisions of the Personal Data (Privacy) Ordinance,
the Subscriber hereby consents to 2GoTrade using any personal data (as defined
in the Ordinance) supplied in connection with this Agreement for 2GoTrade's
own internal and direct marketing purposes; to 2GoTrade supplying such personal
data to any other companies in its group or selected third parties to use
for such purposes and to 2GoTrade supplying such personal data to such third
parties as maybe necessary for the operation of the Services including without
limitation to any Content Provider. However, 2GoTrade agrees not to disclose
the Subscribers information to any unrelated third parties without prior
consent from Subscribers. |
| 3.10 |
The
Subscriber shall inform 2GoTrade (through Broker, if applicable) at the
earliest possible time of any change in name, address, contact number, billing
information or other personal information of the Subscriber. |
| 3.11 |
The
Subscriber agrees the terms and conditions of SEIS: |
| (i)
|
The
Exchange Information (Real-time data) provided by SEIS through Go.Exchange
is served under the following disclaimer from the Exchange included in the
Market Datafeed Service Agreement signed between SEIS
and 2GoTrade; |
| (ii) |
HKEx
Information Services Limited & 2GoTrade endeavours to ensure the accuracy
and reliability of the information provided but does not guarantee its accuracy
or reliability and accepts no liability (whether in tort or contract or
otherwise) for any loss or damage arising from any inaccuracies or omissions; |
| (iii) |
The
Subscriber shall not, without the prior written approval of SEIS (such
approval not to be unreasonably withheld) disseminate the Information or
any part thereof to any other person; |
| (iv) |
The
Subscriber shall not use or permit the use of the information provided by
Exchange or any part thereof for any illegal purpose; |
| (v) |
The
Subscriber shall not use the information provided by Exchange or any part
thereof other than in the ordinary course of its own business (which shall
not include dissemination to third parties); and |
| (vi) |
The
Subscriber shall not use the information provided by Exchange or any part
thereof to establish, maintain or provide or to assist in establishing,
maintaining or providing an Off Market. |
| |
|
| 4
|
Warranties
& Liability |
| 4.1 |
2GoTrade
(and Broker, if applicable) disclaim(s) any representation, warranty or
responsibility in relation to the operation or quality of the Services,
that the Services will be timely, uninterrupted or error free, the results
to be obtained from use of the Services, any Content, goods or services
which may be offered by the Content Provider and in particular, without
limitation, to the accuracy or completeness of any Content and whether such
Content is up to date. To the extent permitted by law, 2GoTrade (and Broker,
if applicable) expressly disclaim(s) any warranties whether express or implied
as to the title, fitness for a particular purpose, merchantability or standard
of quality of the Services or any Content, goods or services available by
or through the Services. |
| 4.2 |
2GoTrade
(and Broker, if applicable) disclaim(s) any liability for |
| (i) |
any
damage to or loss of data suffered by the Subscriber arising from the Subscriber's
use of the Services and the Content; |
| (ii) |
any
claim based in contract, tort, or otherwise for any loss of revenue (whether
direct or indirect), loss of profits or any consequential loss whether of
an economic nature or not which the Subscriber suffers as a result of the
Subscriber's use of the Services and the Content; |
| (iii) |
any
claim relating to goods or services supplied, provided, sold or made available
by or through the Services and the Content; and |
| (iv) |
any
disruption or suspension of the Services and the Content or any part thereof
which is attributable to an event or circumstance beyond 2GoTrade's control. |
| |
|
| 5
|
Termination
and Effect |
| 5.1 |
This
agreement shall be in force upon signatory of Subscriber and thereafter
shall be automatically renewed on a monthly basis. Unless specified otherwise,
Subscriber can give notice of termination of this agreement, on or before
the 25th calendar day of that month, which termination shall take effect
on the last day of the same calendar month in which such notice is received
by 2GoTrade (through Broker, if applicable). For all termination notices
received by 2GoTrade from the 26th day to the last calendar day of the calendar
month, the termination shall take effect on the last calendar day of the
following calendar month which such notice is received by 2GoTrade. And
the Subscriber shall be liable for all the Fees payable up to the effective
date of termination. Unless specified otherwise, Subscriber can give
notice of change/suspension/resumption of Services on or before the 25th
calendar day of that month, which change/suspend/resume shall take effect
on the 1st day of the following calendar month which such notice is
received by 2GoTrade (through Broker, if applicable). |
| 5.2 |
Any
over due day payment not settled by the Subscriber more than one day may
be regarded by 2GoTrade as termination of services and 2GoTrade may terminate
the services with immediate effect and the Subscriber shall be liable for
all the Fees payable up to the effective date of termination. |
| 5.3 |
2GoTrade
can terminate this Agreement forthwith at any time without any prior written
notice to the Subscriber if the Subscriber breaches any term of this Agreement
or if the Subscriber's use of or actions in connection with the Services
are inappropriate in the reasonable opinion of 2GoTrade, as set forth in
Section 2.3, and the Subscriber will not be entitled to a refund of any
Fees on the termination. |
| 5.4 |
2GoTrade
shall give prior notice to the Subscriber if there is change in the Fees
and the collection schemes. Subscriber can choose to pay 2GoTrade directly
or terminate the Service if he disagrees with new arrangement subject to
the terms 2.4 of this Agreement. |
| 5.5 |
Upon
the effective date of termination of this Agreement |
| (i) |
all
licenses and other rights and privileges granted to the Subscriber under
the terms of this Agreement shall forthwith cease; and |
| (ii)
|
the
Subscriber will not be entitled to a refund of any Fees on the termination
of this Agreement unless specified otherwise herein; and |
| (iii) |
it
is agreed that Section 3 and 4 shall survive the termination of this Agreement. |
| 5.6
|
2GoTrade
has the right to refuse the Subscriber's application. |
| |
|
| 6
|
General |
| 6.1
|
If
any provision of this Agreement becomes or is declared illegal, unenforceable
or invalid for any reason, such provision shall be deemed to be severance
and shall be deleted from this Agreement. |
| 6.2 |
No
failure or delay on the part of 2GoTrade to exercise any right or remedy
under this Agreement shall be construed or operated as a waiver thereof
nor shall any single or partial exercise of any right or remedy preclude
the further exercise of such right or remedy as the case may be. |
| 6.3 |
This
Agreement shall be governed by the Hong Kong law and the parties hereby
submit to the non-exclusive jurisdiction of the Hong Kong courts. |
