Use of our Business Services
Any user may use our Business Services. If you use our Business Services, you are a Business User and we grant you a non-exclusive, revocable, non-sublicensable and non-transferrable right to use our Business Services. Our Business Services include our systems which means software programs, functionalities, processing and technologies of any module of our Platform ("Systems") and any other services we may provide including, but not limited to, posting, uploading and sharing advertisements, special offers, commercial information, promotional and marketing materials, promotional campaigns and/or hosting special events on the Platform (hereinafter collectively referred as the "Business Services").
If you are in breach of any terms and conditions of the Agreement, Lemi, in its sole discretion, reserves the right to close/suspend/cancel/terminate your Account without prior notice, at any time.
Representations and Warranties of the Business User
The Business User represents, warrants and undertakes that:
- the Business Services provided by Lemi shall only be used by the Business User and the Business Location during the term of the Agreement.
- it undertakes that it shall comply, and shall procure that each Business Location (including any persons authorized by the Business User to use the System ("Authorized User(s)"), its employees, agents and contractors (collectively "Related Parties")) to comply with the terms of the Agreement. The Business User shall be fully responsible for any breach of any term of the Agreement by the Business Location or the Related Parties.
- the Business User shall be solely responsible for the provision of its Business Location facilities (including but not limited to terminal, mobile device, software, electricity, modem and internet connection, telecommunications facilities and hardware) (hereinafter collectively referred to as "Facilities") necessary for utilizing any of the relevant Business Services and/or any relevant module of the Systems.
- Lemi accepts no responsibility for any deficiency in or malfunction or maintenance of the Business User's Facilities.
- if it is a legal entity, it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation. The Business User has the corporate power, authority and legal right to execute and perform the Agreement and to carry out the transactions and its obligations contemplated hereunder;
- it and the Business Location are properly registered to do business and have obtained the related license(s) to provide the products and services which are displayed on the Platform and/or provided to users pursuant to any applicable law and regulations in all jurisdictions in which they carry on business;
- there is no litigation, proceeding or investigation of any nature pending or, to its knowledge, threatened against or affecting it, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Agreement;
The Business User will inform Lemi as soon as possible of any action or event of which it becomes aware that has the effect of making inaccurate any of the Business User's representations or warranties as set out above. The Business User shall ensure that only the Authorized User(s) who have been properly trained may log into the Systems and that the Authorized User(s) shall use the Systems in accordance with the service guidelines as may be provided by Lemi from time to time during the subscription term.
The Business User shall maintain and procure all Related Parties to maintain the confidentiality of the username ("Username") and password ("Password") required to access the Systems. The Business User is solely responsible for any use of, action taken and transactions that occur under the Username and the Password.
The Business User shall promptly notify Lemi of any changes in information about the Business Location in accordance with the terms of the Agreement.
The Business User and the Business Location shall fully comply with the Trade Descriptions Ordinance (Cap. 362 of the laws of Hong Kong) and all other applicable laws to ensure that the information/content uploaded to the Systems is true, legal, valid, up-to-date, accurate, not misleading and not infringing any third party's intellectual property rights.
The Business User agrees that Lemi shall have the right to pre-screen and approve content of any Coupons, Prepaid Coupons and any other materials provided with the Systems before they are published on any Platform.
The Business User shall promptly notify Lemi of any malfunction, error or defect in the Systems and provide Lemi with a list of output and any other data that Lemi may request in order to reproduce conditions similar to those present when such error, defect or malfunction occurred.
The Business User shall not resell or assign, subcontract or attempt to resell or assign or subcontract the Business Services to any parties without the prior written consent of Lemi.
The Business User shall not alter, reproduce, adapt, distribute, publish, reverse engineer, compile or attempt to create any source code that is derived from the Systems.
The Business User and the Business Location shall provide and fulfill the terms of their services/products and/or the terms of any Coupons and/or Prepaid Coupons (if applicable) which shall be/are uploaded to the Systems for publishing on the Platform in accordance with the terms of the Agreement and the Business User shall be solely responsible for and bear all risks relating to the transactions.
The Business User is responsible for any act or omission of any designated Business Location in connection with the use of any offer, sale and redemption of Coupons and/or Prepaid Coupons ("Redemption Location"), including without limitation,: (a) any failure by any Business Location and/or the Redemption Location to honor any Coupon and/or Prepaid Coupon; or (b) the imposition of any terms and conditions on any Coupon and/or Prepaid Coupon including quality, safety, usability or any aspect of the products and/or services provided by the Business Location and/or Redemption Location that violates any applicable laws or regulations.
The Coupon Transaction Module of the Systems enables the Business User to offer Coupons and to offer and sell Prepaid Coupons to users of the Platform, by accepting credit cards, debit cards and other payment methods ("Payment") via payment processing services operated by third-party vendor/service provider(s) ("Payment System Provider") made available on the Platform ("Coupon Transaction Service"). A Coupon and/or Prepaid Coupon entitles the holder of a Coupon and/or Prepaid Coupon to redeem services and/or products via the Platform for use at a certain Redemption Location as per the specific terms of the Coupon and/or Prepaid Coupon as displayed on the Platform when a Coupon is retrieved or a Prepaid Coupon is purchased ("Conditions of the Coupon").
The Business User shall ensure that the Conditions of the Coupon provided through the Systems, including but not limited to the selling price, discounted price, conditions of use, validity period, detailed descriptions of services and/or products to be redeemed with the Coupon and/or Prepaid Coupon etc. are true, valid, up-to-date, accurate and not misleading and that the Business User or the Redemption Location shall provide the holder of the Coupon and/or Prepaid Coupon the services and/or products according to the Conditions of the Coupon. The Business User agrees to indemnify and hold harmless Lemi, its subsidiaries or its affiliates or its officers, directors, employees, agents, partners, representatives, shareholders and servants against any claims, actions, demands, liabilities, losses, damages, costs and expenses on a full indemnity basis arising from or resulting from the Business User's breach of this Clause.
Materials submitted by the Business User to the System for creating a Coupon and/or Prepaid Coupon are subject to Lemi's approval before the Coupon and/or Prepaid Coupon can be displayed on the Platform.
All Payments are subject to processing by the Payment System Provider and the relevant paying banks of the users who have purchased the Prepaid Coupon. Lemi shall not be liable in any way if the Payment System Provider or the paying bank refuses to process or accept any Payments for any reason.
The Business User and/or the Redemption Location are solely responsible for providing the holder of the Coupon and/or Prepaid Coupon with such services and/or products pursuant to the Conditions of the Coupon and in accordance with the terms of the Agreement and to deal with any claims or any issue arising from the use of the Coupon and/or Prepaid Coupon.
Upon termination of the Agreement governing the use of the Coupon Transaction Service ("Termination"), the rights and obligations of the Business User, the Redemption Location, Lemi and the User with respect to Prepaid Coupons for which Payments have been made before the Termination will survive the Termination until the obligations of the said parties have been fulfilled.
Access and use of the Online Payment Module or Online Payment (Integrator) Module of the System
This paragraph shall be applicable to Business Users who access or use the online payment module or online payment (Integrator) module of the Systems. By accessing or using the online payment module or online payment (Integrator) module of the Systems, the Business User acknowledges that he/she/it has read, understood and accepted these Terms and Conditions of Business Services (as may be amended by Lemi from time to time)) as well as any applicable terms and conditions by the Payment System Provider and agrees to be bound by them.
In respect of any payment processed via the Platform, the Business User agrees and acknowledges that:-
- Lemi uses a Payment System Provider to process payments, to manage debit card or credit card payments. The users' credit card, debit card information will be stored with the Payment System Provider and will not be made available to Lemi, the Business User or the Business Location;
- Lemi reserves the rights to (i) suspend, limit or terminate the Business User's rights to use any payment processing services via the Systems/Platform including but not limited to the Coupon Transaction Service or payment services, (ii) refuse to process any payment, (iii) reverse any payment processed via the System/the Platform, (iv) hold any payment processed via the Systems/Platform; and/or (v) contact the relevant users to verify any payment processing transactions. If possible, Lemi may provide the Business User with advance notice of any exercise of such rights. However, advance notice will not be provided if there is an immediate need to take any of the said actions such as circumstances of security threat, potential fraud, or illegal activity;
- the Business User shall be responsible for all costs and loss incurred by any disputes in relation to any unauthorized payment if such unauthorized payment is caused by or due to the Business User and/or the Business Location default with respect to any transactions processed for any of them via the System.
Upon request by Lemi for investigation of any potential fraud or suspicious unauthorized payment; or in case if there is any of any disputes raised by the related User regarding the payment, the Business User shall comply with the following requirements:
- the Business User shall provide Lemi with the transaction evidence ("Transaction Evidence"), including but not limited to the names and prices of the product(s) to which the payment relates, together with relevant proof that the products have been properly delivered or rendered to the related User and transaction receipt/record, within 3 working days from the date on which Lemi makes such request; and
- if (a) Lemi does not receive the Transaction Evidence, or (b) Lemi deems the Transaction Evidence to be inadequate, or (c) the Business User accepts any chargeback, or (d) the arbitration or pre-arbitration result is not in favor of the Business User, the amount in question will be deducted from the invoice amount in the next invoice cycle to the Business User; or upon request by Lemi, the Business User must pay to Lemi immediately an amount equal to the sum which Lemi settled to the Business User's designated bank account regarding the transaction in question.
Upgrading and Modifying of our Systems
Lemi shall have the exclusive right to substitute, remove, modify, enhance or upgrade part or all of the components and modules of the Systems at any time at its absolute discretion without any notice to the Business User who shall have no right to object to such substitutions, removals, modifications, enhancements and/or upgrades made to the Systems provided that: (i) Lemi gives to the Business User reasonable notice of any changes that may materially affect the normal use of the Systems; and (ii) such substitutions, removals, modifications, enhancements and/or upgrades will not deprive the Business User of the standard features and functionalities of the Systems as at the commencement date (as stipulated in the Service Agreement) of its use of the related module(s) of the Systems.
Provision of Business Services
Lemi shall, during the applicable subscription term, provide and make available to the Business User the Business Services, as subscribed for the by the Business User as per the Service Agreement, with reasonable skill and care 24 hours a day, seven days a week, except for: (a) a planned maintenance carried out during the maintenance window of e.g. 10pm to 7am Hong Kong Time; and (b) unscheduled maintenance performed outside normal business hours.
The undertaking by Lemi as set out above shall not apply to the extent of any non-conformance which is caused by use of the Business Services contrary to Lemi's instructions, or modification or alteration of the Business Services other than Lemi or its duly authorised contractors or agents. If the Business Services do not conform with the foregoing undertaking, Lemi will use reasonable endeavours to correct any such non-conformance promptly, or provide the Business User with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Business User's sole and exclusive remedy for any breach of the undertaking as set out above.
Notwithstanding the foregoing, Lemi: (a) does not warrant that the Business User's use of the Business Services will be uninterrupted or error-free; or that the Business Services will meet the Business User's requirements; (b) it is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Business Users acknowledges that the Business Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and (c) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the defective or negligent performance of services provided by third parties or any willful misconduct by third parties in relation to the provision of the Business Services.
The relevant content posted, uploaded or shared by the Business User or by any party authorized by Business User using the Systems will be published on the Platform which have been authorized by Lemi to display such relevant content and in connection with the provision of advertisements, special offers, commercial information, promotional and marketing materials, promotional campaigns and/or hosting special events and/or any other services which are made available via the Platform. Lemi will use its reasonable efforts to ensure that sufficient capacity is maintained on its computer facilities to enable the Business User to use and access the Systems; and users of the Platform to access the Platform.
Payment of fees
The Business User agrees to pay the applicable subscription fee, subject to the relevant subscription schemes as per the Service Agreement. For the subsequent periods during the subscription term, if Lemi has not received payment within the first five (5) business days of the new subscription period, and without prejudice to any other rights and remedies, Lemi may, without liability to the Business User, disable the Business User's password, Account and access to all or part of the Business Services and Lemi shall be under no obligation to provide any or all of the Business Services while the subscription fee concerned remain unpaid.
Upon payment of the subscription fee to Lemi or upon acceptance of any free trial promotion offer, the Business User will be entitled to use Lemi's Business Services.
The subscription fee and other charges payable are non-cancellable, non-refundable and exclusive of any applicable taxes which shall be payable by the Business User at the rate and in the manner prescribed by law. All payments by the Business User shall be paid without set-off or counterclaim and free and clear of and without deduction or withholding for or on account of any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed by any relevant jurisdiction, or by any department, agency or other political subdivision or taxing authority thereof, and all interest, penalties or similar liabilities with respect thereto ("Taxes"), unless deduction or withholding of such Taxes is required by law, in which event the Business User shall pay such additional amount as shall be required to ensure that the net amount received by Lemi will equal the full amount which would have been received by them had no such deduction or withholding been made.
Lemi reserves the right to change the service fee or institute new charges or fees to be paid by Business Users for uploading, posting or sharing, as it deems appropriate. In the event that a Business User fails to pay the service fee or any other fees or charges due to the Company or is in breach of any term of the Agreement, Lemi reserves the right to suspend or terminate the Business User's Account, Business Services and applicable links without prejudice to all its other rights and remedies.
In the event that Lemi decides to remove any paid advertisement or paid services for any reasons not relating to any breach of law or the provisions herein, Lemi may, after deducting the fees charged for the period that the advertisement has been posted on the Platform or that the service has been provided, refund the remaining fees (if any) to the related Business User in accordance with the Agreement without prejudice to the Company's rights and remedies hereunder.
Term of our Business Services
The rights of the Business User and its Business Location (as defined in Lemi's Standard Coupon Terms) to use any of the Business Services are effective from the date as stipulated in the Service Agreement and will be terminated on the expiry of the service period as stipulated in the Service Agreement. In case of any free trial of any module of the System offered to the Business User without executing any Service Agreement, the term shall be determined at the sole discretion of Lemi.
Promotion of Lemi's Business Services
The Business User agrees to use its best effort to display the promotional materials provided by Lemi at the Business Locations.
Additional Solutions to our Business Services
Lemi may offer additional features and functionalities to the Business User ("Additional Solutions") via the Systems. The use of any of the Additional Solutions will also be subject to the Agreement (and in particular, the Terms and Conditions of Business Services) and may require the Business User to agree to additional terms and conditions specific to those Additional Solutions which may be incorporated into the Agreement.
Termination of the Business Services and survival of terms
Without prejudice to any other rights which Lemi shall/ may have under the Agreement or at law or in equity, Lemi may terminate the Agreement (i) for any reason, by giving [2 months'] advance notice in writing to the Business User; or (ii) immediately by notice in writing to the Business User if the Business User is in breach of any term of the Agreement and that if such breach is capable of being remedied, such breach is not remedied within [fourteen (14) days] of it being notified by Lemi.
Any termination (howsoever occasioned) shall not affect any accrued rights or liabilities of Lemi or the Business User nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
Limitation of Liability