Membership Terms

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PLEASE READ CAREFULLY

You must agree to be bound by these terms and conditions (as amended from time to time) before OnePort Limited ("OnePort") processes your application to subscribe to the Service and before OnePort allows you to Use the Service. If you do not agree to be bound by these terms and conditions you may not use the Service.

By either clicking “Accept” on the Membership Registration Form on the Web Site, or signing a hard copy of the Membership Registration Form and sending it to OnePort at the address indicated, you agree to be bound by these Membership Terms.

  1. APPLICATION

    1. Application For Membership By completing and submitting a Membership Registration Form, you apply for subscription to the Service. Upon acceptance of your application to become a subscriber to the Service, you agree to be bound by these Membership Terms, as amended from time to time.
    2. Acceptance OnePort may accept or reject any application with or without any reason or explanation.

  2. MEMBERSHIP

    1. Membership While you (the “Member”) are a current subscriber to the Service and subject to and conditional upon you at all times complying with these Membership Terms, OnePort grants to you a non-exclusive, non-assignable, personal right from month to month to Use the Service.
    2. Membership Renewal Your Membership is automatically renewed monthly unless either party Notifies the other that it is not to be renewed or where your Membership is terminated under clause 13.
    3. Directions on Use of the Service You agree to comply with all of OnePort’s directions Notified from time to time pertaining to any Use of the Service.
    4. Your Equipment You will be solely responsible for and agree to provide and maintain the telecommunications facilities and services, computer hardware, software and all other equipment and services required from time to time to Use the Service.

  3. ACCESS LEVELS

    1. Administrator Access You may nominate any person or persons to operate your Account as an Administrator. An Administrator may have a range of access rights in respect of your Account as your agent.
    2. User Access You or your Administrator(s) may also nominate any person as a User of your Account who may have a range of access rights in respect of your Account as your agent.
    3. Responsibility for Administrator and User Transactions You will be solely responsible for all Administrator and User Transactions in respect of your Account.
    4. Undertaking You undertake to ensure that each of your Administrators and Users strictly comply with the Membership Terms and any other terms that may be prescribed by OnePort from time to time and you will be liable for any default of your Administrator(s) or Users and will indemnify OnePort in respect of any default, loss, damage, costs, expenses, fees, payment, liability or injury whatsoever arising from Transactions in respect of your Account through your Login.
    5. Changes You undertake to submit a new application to OnePort if you wish to change the Administrator.

  4. ACCESS

    1. Web You may (and you may authorize Administrators and Users to) Use the Service through a web browser interface to your personal computer or through a Gateway.
    2. Gateway If you have selected to access the Service through a Gateway, such use shall be subject to the provisions of the Gateway Agreement.

  5. MEMBER'S TRANSACTIONS AND USE OF SERVICE

    1. Suitability The Member will make your own assessment of the suitability of the Service for achieving your purposes. The Member agrees to be solely responsible for actions you take in reliance on the Service or Information and all outcome and results of your use of the Service or Information.
    2. Instructions The Member shall follow our instructions in relation to the Services as Notified to you from time to time.
    3. Electronic Transactions Valid The Member agrees not to contest the validity of a Transaction or a contract formed electronically through the use of the Service on the sole ground that it was effected electronically.
    4. Records Available OnePort will make available to the Member electronic records of the Member's Transactions ("Transaction Records") for a period of up to 2 years from the date of the relevant Transaction. The Member may request OnePort to provide the Member with archive copies of its Transaction Records in electronic form and OnePort will use its reasonable endeavours to provide the same, upon payment of any prescribed fee.
    5. Records Secure OnePort will take reasonable steps to keep all Transaction Records secure and will take reasonable steps to see that it does not provide copies of such records except to the parties to the Transactions (unless otherwise required to do so by law or court order).
    6. Internal Records The Member will be solely responsible for retaining sufficient and adequate copies of Transaction Records for its internal purposes.
    7. Confidential Messages The Member undertakes to ensure that Electronic Messages containing information specified to be confidential by the OnePort or a party to a Transaction or agreed mutually to be confidential between the Members, are maintained in confidence and are not disclosed or transmitted to any unauthorized persons nor used for any purposes other than those intended. When authorized, further transmission of such confidential information shall be subject to the same degree of confidentiality.
    8. Member Warranties The Member represents and warrants that:
      1. The Member has taken all reasonable precautions to ensure that the information provided by the Member in any Electronic Message is accurate, complete and not misleading or deceptive;
      2. the Member is authorised to provide the Customer Data to the OnePort for the purposes contemplated by these Membership Terms;
      3. the provision of the Customer Data to the OnePort for the purposes contemplated by these Membership Terms will not be in breach of any contract or any applicable laws;
      4. the Member has taken all reasonable precautions to ensure that the Customer Data provided to OnePort is accurate and up to date; and
      5. the supply of services which are the subject of the Transaction will not infringe any third party’s rights, including copyright, trademark or other proprietary right or right of publicity or privacy. The Member agrees to maintain licenses, authorisations and comply with any regulatory requirements or any other legal requirements as may be applicable.

  6. INTELLECTUAL PROPERTY

    1. No reproduction or copying You shall not reproduce, save, or archive any substantial part or parts of the Information without the express prior written consent of OnePort.
    2. Copy Control You may not distribute, adapt, publish, transmit, broadcast, store in any information retrieval system, or otherwise make available, hire, reproduce in any form, charge any fee for, supply or sell to any person the whole or any part of the Service (including software or data which has been modified, merged, or included with other software or data) or the Information or its contents or any part of it, whether orally, in writing, electronically or in any other form (including on any network), and whether for commercial, educational or other purposes. Without limitation you may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or the Information. You may be held legally responsible for any copyright infringement which is caused or encouraged by your failure to abide by the Membership Terms.
    3. Transfer Control Your Membership and your Login may not be transferred to anyone without the prior written consent of OnePort. Any authorised transferee of your Membership or Login shall be bound by the Membership Terms. In no event may you transfer, assign, rent, hire, lease, sell, allow or permit others to obtain access to or Use the Service your Login or the Information on a temporary or permanent basis except as expressly provided herein.
    4. Ownership It is an express condition of your Membership that OnePort retains title and ownership of the Information regardless of the form or media in or on which the original and other copies may exist. You shall retain ownership right in the Customer Data (subject to the limited right of OnePort to use the Customer Data for the purposes contemplated under these Membership Terms).
    5. Intellectual Property Rights You acknowledge and agree that all and any intellectual property rights (including without limitation copyright, trade mark rights, design rights and patent rights and rights to keep information confidential) comprised in the Service and the Information remain the property of OnePort or its licensors. In the course of providing Service OnePort may use or develop products, materials, methodologies, incorporating Customer Data or any part thereof (“Derived Information”), which shall be proprietary rights of the OnePort.
    6. No Infringements You must not when Using the Service infringe any third party rights and you are responsible for ensuring that any material provided by you does not violate the copyright, trademarks, trade secrets or any other rights of any third party.

  7. SERVICE

    1. Role of OnePort ONEPORT MAKES THE SERVICE AND THE WEB SITE AVAILABLE TO THE MEMBER SOLELY AS A FORUM IN WHICH THE MEMBER MAY USE THE SERVICE AND ENTER INTO TRANSACTIONS WITH OTHER MEMBERS THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AND ONEPORT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY CONCERNING ANY SERVICES, INCLUDING (WITHOUT LIMITATION) ANY REPRESENTATION OR WARRANTY REGARDING THE QUALITY, SAFETY OR LEGALITY OF THE OFFERED SERVICES. THE TRUTH OR ACCURACY OF ANY OFFERS OR REPRESENTATIONS IN RESPECT OF ANY TRANSACTION OR THE LEGALITY OR ENFORCEABILITY OF ANY TRANSACTION BETWEEN MEMBERS.
    2. Member is Responsible The Member is solely responsible for:
      1. independently checking and satisfying itself in respect of all risks and requirements relating to each Transaction including without limitation (i) the character, capacity and credit worthiness of any party to the Transaction (ii) the description, title, quality and fitness of the services the subject of the Transaction; (iii) the legal and other requirements to perfect and complete the Transaction, including without limitation submission of requisite documentary evidence as to title or export/import declarations, and for making and receiving payments or other benefits;
      2. supplying Customer data to OnePort in accordance with requirements reasonably required from time to time (including without limitation format, nature, category or content);
      3. taking reasonable precautions to make sure that the Customer Data is accurate and is updated in a timely manner; and
      4. obtaining all relevant consents and authorisations from your customers, potential customers or any other parties to supply the Customer Data to us.
    3. Notification of Services and Service Terms OnePort may (without limitation) from time to time by Notification specify the services and information to be available through the Service and the Web Site and may expressly prescribe any additional provisions or any changes whatsoever that may apply thereto (“Service Terms”).
    4. Suspension of Service OnePort may suspend, prohibit or block your Use of the Service:Member is Responsible
      1. while any Fees or other moneys payable by you under these Membership Terms remain due and unpaid;
      2. during any technical failure, modification or maintenance in relation to the Service provided that OnePort will use its reasonable endeavours to reinstate the Service as soon as reasonably practicable;
      3. if in the opinion of OnePort any security risks in relation to the Service or OnePort or any of its Members are or become unacceptable;
      4. while you are in breach of any provisions of these Membership Terms or any other arrangement with OnePort; or
      5. if you do, or allow to be done, anything which in opinion of OnePort may have the effect of jeopardising the operation of the Service.
    5. Availability of Service Although it is possible to access the Service in any place, OnePort makes no representation that the services and information available through the Service comply with the laws of any country outside Hong Kong. If you access this site from outside Hong Kong, you do so at your own risk and are responsible for ensuring compliance with all laws in the place where you are located. As the Service relies on factors outside the control of OnePort, we do not represent, warrant or guarantee that the Service is or will be available at all times or that it will be free of faults or errors.
    6. Changes to Service OnePort may make any changes to the Service at any time without prior notice.
    7. Member’s Representations and Undertakings You represent and undertake to OnePort that:
      1. you will not and will not allow others to use the Service for any improper, immoral or unlawful purpose or for the purpose of sending any unsolicited advertising material;
      2. you will not and will not allow others to use the Service in any way which may jeopardise or impair the provision of the Service or any other service by OnePort or which may interfere with or impact or impair use of, or operation of, or do anything likely to interfere with or impact the use of, or operation of the Service or any telecommunication service or network of a third party;
      3. you will not and will not allow others to place any information or data on the Web Site that is encrypted, constitutes junk mail or unauthorised advertising or invasion of anyone’s privacy; and
      4. you will not and will not allow others to use the Service to publish, reproduce, transmit or circulate any information or data that is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial hatred, discriminatory, menacing or in breach of confidence.
    8. Use of Customer Data You agree that OnePort may:
      1. use the Customer Data for the purposes of providing the Member with the Services;
      2. combine the Customer Data with other data or Information owned or obtained by OnePort;
      3. permit OnePort’s agents, consultants or contractors to use the Customer Data to the same extent as our permitted use of such Data herein;
      4. use the Customer Data for all reasonable purposes incidental to or in connection with the performance of Service (including without limitation, copying Customer Data for archival, back-up, manipulation, re-formatting, development environment or disaster recovery purposes.)

  8. FEES & EXPENSES

    1. Monthly Membership Fee Unless otherwise agreed in writing with OnePort, you must punctually pay the Monthly Membership Fee (if any) to OnePort, monthly in advance in the manner prescribed by OnePort.
    2. Transaction Fee Unless otherwise agreed in writing with OnePort, you must punctually pay the Transaction Fee (if any) to OnePort, in the manner prescribed by OnePort.
    3. Service Fee and Deposit You must also punctually pay the deposit (if any) in respect of a Service in amount(s) and manner and at the times prescribed by the OnePort.
    4. Expenses Unless otherwise expressly Notified by OnePort, you are responsible for all fees, charges and costs associated with your Use of the Service including any direct or incidental costs associated in gaining access to the Internet including hardware and software costs, telephone and service provider costs.
    5. Notification of Change OnePort reserves the right from time to time to change upon Notification to you the amount, times and manner of payment of any Fees. Such change will be effective and binding on you from the first day of the calendar month following the Notification.

  9. INFORMATION

    1. Information Available through the Web Site The Web Site and the linked web sites ("Links") comprises data, advertisements, articles and information received from third parties which may contain inaccuracies, errors and omissions. Information is supplied or made available on the condition that:
      1. OnePort is not responsible for: (i) any error in or omission; or (ii) the results of any actions taken or omissions occurring on the basis of the Information;
      2. OnePort has neither assessed nor verified the information contained in the Information; and
      3. nothing in the Information should be taken as an express or implied endorsement or verification of the Information.
    2. Links The Links will give you access to various web sites. The Links are not necessarily under the control of OnePort and OnePort is not responsible for the contents of any Link or any linked site contained in a Link. These Links are provided to you only as a convenience, and the inclusion of any link does not imply endorsement by OnePort.
    3. No Verification You acknowledge that OnePort is not obliged to verify any of the information provided by any third party. Without limitation, any information that is branded or co-branded with the name and/or logo of a third party shall be deemed to be supplied by that third party and not by OnePort in relation to that information.
    4. No Warranty as to Accuracy etc ONEPORT DOES NOT WARRANT THE ACCURACY, TIMELINESS, RELIABILITY OR COMPLETENESS OF ANY SUCH INFORMATION OR ITS SUITABILITY FOR A PARTICULAR PURPOSE OR USE. RELIANCE ON ANY INFORMATION IS AT YOUR OWN RISK.
    5. Delays etc You acknowledge that there are inherent hazards in electronic trading and communications and as such there may be delays, omissions or inaccuracies in the Information.

  10. INDEMNITIES

    1. You release, discharge and indemnify OnePort from all loss, costs (including legal costs on a solicitor-own client basis), expenses, damage, claims or liability howsoever arising from:
      1. Loss due to Use of the Service Use of the Service through your Login including in a manner or for a purpose not reasonably contemplated by OnePort;
      2. Loss due to Breach Use of the Service through your Login in breach of the Membership Terms;
      3. Loss due to Infringement of Intellectual Property Rights Use of the Service through your Login or provision of any materials, information and Customer Data that infringes the intellectual property rights of any person;
      4. Accessing or Using the Login Use or misuse of the Service by any person (whether authorised by you or not) through your Login;
      5. Decisions Based on the Service any decision, action or inaction made by you on the basis of Information;
      6. Loss due to Defamatory Material the publication of a defamatory statement supplied to OnePort via your Login; and
      7. Loss due to inaccuracy of data any reliance by you on any data or Information.
    2. Indemnity from Claims You agree to indemnify us (and our employees, agents and contractors) for all costs, loss and damages resulting from any claim brought against us (and our employees, agents and contractors) to the extent that the claim is arising from or in connection with:
      1. any breach by you of your obligations under these Membership Terms;
      2. the use of the Service through your Login; or
      3. the Customer Data supplied by you.
    3. Termination of Membership Termination of your Membership by either OnePort or you in no way removes or otherwise affects your indemnities provided to OnePort hereunder.

  11. SECURITY AND RESPONSIBILITY FOR LOGIN

    1. Login The user name, password and login information (collectively called "Login") required for your access to and Use of the Service is the confidential information of OnePort. You will be solely responsible for maintaining the secrecy and confidentiality of your Login. You agree not to disclose to any other person, corporation, entity or organisation (other than your Administrators and Users) the whole or any part of your Login.
    2. Responsibility for Login You will be solely responsible and liable for all damage, loss, costs, expenses, fees, contracts, claims, obligations and Transactions whatsoever made through your Login whether authorised by you or not.
    3. Authenticity of Instructions OnePort may assume the authenticity and genuineness of any instructions given or Transactions made via your Login as instructions given by you or by your authority.
    4. Unauthorised Use of Login You must immediately Notify OnePort of any disclosure or unauthorised use of your Login. You will notify OnePort of any failure to send or to receive any accurate Electronic Messages to or from OnePort.
    5. Disable Login OnePort will disable your Login within 7 days of termination of your Membership or after your written request to do.
    6. Breach of Security OnePort is not under any circumstances liable for any loss, damage or liability occasioned by any breach of security including without limitation unauthorised use of your Login or access to or Use of the Service through your Login, and you are aware of and accept all liability and risk associated with electronic trading, including without limitation the possibility that third parties may gain access to your confidential information. You release and indemnify OnePort from any loss, damage or liability resulting from any breach of security, including without limitation the use or misuse (including fraudulent use) of your Login or your confidential information.
    7. Computer Viruses You will take all necessary steps to ensure that you do not transmit or receive any computer virus through your Login and you release OnePort and indemnify OnePort from any losses, damages or liabilities suffered or incurred though a breach of your obligation to do so.

  12. DISCLAIMERS AND LIMITATIONS OF LIABILITY

    1. NO EXPRESS WARRANTIES ONEPORT MAKES NO EXPRESS WARRANTIES.
    2. NON-EXCLUDABLE ONEPORT DOES NOT EXCLUDE OR LIMIT THE APPLICATION OF ANY PROVISION OF ANY STATUTE WHERE TO DO SO WOULD CONTRAVENE THAT STATUTE OR CAUSE ANY PART OF THIS CLAUSE TO BE VOID. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, ONEPORT'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS.
    3. EXCLUSIONS ONEPORT EXCLUDES:
      1. ALL CONDITIONS, WARRANTIES AND TERMS IMPLIED BY STATUTE, GENERAL LAW, CONVENTION OR CUSTOM, EXCEPT ANY IMPLIED CONDITION OR WARRANTY THE EXCLUSION OF WHICH WOULD CONTRAVENE ANY STATUTE OR CAUSE THIS CLAUSE TO BE VOID;
      2. ALL LIABILITY TO YOU IN CONTRACT FOR CONSEQUENTIAL OR INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR MEMBERSHIP OR LOGIN EVEN IF: (i) ONEPORT KNEW THEY WERE POSSIBLE; OR (ii) THEY WERE OTHERWISE FORESEEABLE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, USE, PROFIT, SAVINGS, OPPORTUNITY OR DATA AND DAMAGE SUFFERED AS A RESULT OF CLAIMS BY ANY THIRD PERSON;
      3. ALL LIABILITY TO YOU IN NEGLIGENCE FOR ACTS OR OMISSIONS OF ONEPORT, ITS EMPLOYEES, AGENTS AND CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH YOUR MEMBERSHIP OR LOGIN;
      4. ALL LIABILITY TO ANY THIRD PARTY. THE SERVICE IS PROVIDED TO MEMBERS ONLY AND IS NOT INTENDED TO BE RELIED UPON BY ANY THIRD PARTY; AND
      5. ALL LIABILITY DUE TO UNFORSEEN CIRCUMSTANCE REFERRED TO IN CLAUSE 14.1. THE EXCLUSIONS AND LIMITS SET OUT IN THESE MEMBERSHIP TERMS WILL ALSO OPERATE FOR THE BENEFIT OF OUR RELEVANT SUPPLIERS, LICENSORS AND AGENTS WHICH ARE USED BY US TO PROVIDE THE SERVICE.
    4. LIMITATION OF LIABILITY ONEPORT'S TOTAL LIABILITY TO YOU FOR BREACH OF ANY EXPRESS PROVISION OF THESE MEMBERSHIP TERMS OR ANY CONDITION WHICH IS NONEXCLUDABLE PURSUANT TO CLAUSE 12.2 IS LIMITED TO THE FEES PAYABLE PURSUANT TO THE MEMBERSHIP TERMS IN A PERIOD OF ONE (1) MONTH PRIOR TO THE LOSS OR DAMAGE. THE SERVICE PROVIDER SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORT OR OTHERWISE, IN RESPECT OF ANY ACTION COMMENCED AFTER 12 MONTHS FOLLOWING THE DATE ON WHICH THE CAUSE OF ACTION ARISES.

  13. TERMINATION

    1. Termination OnePort or you may terminate your Membership at any time and for any reason by giving thirty (30) days' written notice, subject to all outstanding obligations incurred up to the date of termination under your Membership being duly discharged by you.
    2. OnePort’s right to terminate Without limiting any other rights or remedies OnePort may have under these Membership Terms or at law, OnePort may terminate your Membership immediately without
      1. any Fee payable by you has remained unpaid for 30 days;
      2. you breach any provision of the Membership Terms;
      3. an act or omission on your part is considered by OnePort to be injurious or potentially injurious to OnePort or the Service; or
      4. you are unable to pay debts as they fall due or you are subject to a winding-up petition application or a receiver having been appointed over a substantial part of your assets.
    3. Effect of termination If your Membership is terminated:
      1. Any Monthly Membership Fees already paid by you which relate to the period after termination shall be returned to you where you have terminated your Membership pursuant to Clause 13.1; however, where your Membership is terminated pursuant to Clause 13.2 we reserve the right to retain such.
      2. You must immediately pay to us in full any outstanding amounts payable to OnePort in respect of your Membership.
      3. Your access to and use of the Service shall be terminated and we are not obliged to reconnect you to the Service.
    4. Termination of your Membership shall not of itself affect your rights and obligations pursuant to prior Transactions entered into with other Members.

  14. GENERAL

    1. Capacity You warrant that :
      1. you are not a person with whom OnePort is not lawfully entitled to deal with, pursuant to any applicable statute, law, rule or regulation;
      2. the execution and delivery of these Membership Terms has been properly authorised by all necessary corporate or other action by you;
      3. you have lawful authority to carry on your business and to execute the Membership Terms, including authority to use the Service and to perform or cause to be performed your obligations under the Membership Terms promptly and professionally and in accordance with all applicable statute, law, rule or regulation.
    2. Notice of Waiver No right under these Membership Terms shall be deemed to be waived except by notice in writing signed by OnePort and you. A waiver by OnePort will not prejudice its rights in respect of any subsequent breach of the Membership by you.
    3. Failure to Enforce Subject to clause 14.2, any failure by OnePort to enforce any provision of the Membership Terms, or any forbearance, delay or indulgence granted by OnePort to you, will not be construed as a waiver of OnePort’s rights or remedies under the Membership Terms.
    4. Incorporation by Reference The provisions contained in the following documents (some of which may be available through hyperlinks) are incorporated into these Membership Terms by reference, and shall be construed and have the effect as if repeated and set out in full herein:
      1. the clauses of this document;
      2. the Service Terms (if any);
      3. the Site Terms;
      4. the Gateway Agreement; and
      5. the Privacy Policy.
    5. Order Of Precedence The documents comprising the terms and conditions of your Membership shall be read in the order of precedence set out in clause 14.4 (so that these Membership Terms shall take precedence over the provisions of the other documents referred to in clause 14.4). To the extent of any conflict between the provisions forming the terms and conditions of your Membership, the provisions lower in order of precedence shall where possible be read down to resolve such conflict. If the conflict remains incapable of resolution by reading down, the conflicting provisions shall be severed from the terms and conditions of your Membership lower in the order of precedence without otherwise diminishing the enforceability of the remaining provisions.
    6. Other Terms By agreeing to these Membership Terms, you also agree to comply with the provisions contained in the Service Terms, the Site Terms, the Gateway Agreement and the Privacy Policy. In the event of any conflict between any provisions in the Service Terms, the Site Terms, the Gateway Agreement or the Privacy Policy and these Membership Terms, the provisions of these Membership Terms shall prevail.
    7. Conflict With Laws or Regulations To the extent of any conflict between any provision of the terms and conditions of your Membership and any other relevant laws or regulations, where possible the provision will be read down to resolve such conflict. If the conflict remains incapable of resolution by reading down, the conflicting provisions shall be severed from the terms and conditions of your Membership without otherwise diminishing the enforceability of the remaining provisions.
    8. No Lack of Knowledge You undertake that you will not assert your lack of knowledge or our lack of notification of any changes to the relevant terms and conditions as a defence in the event of a dispute.
    9. Severability If any provision of these Membership Terms is held invalid, unenforceable or illegal for any reason, these Membership Terms shall remain otherwise in full force apart from such provision which shall be deemed deleted.
    10. Force Majeure OnePort will not be obliged to perform any of its obligations under these Membership Terms where performance of such obligation is prevented due to a Force Majeure Event.
    11. Entire Agreement The Membership Terms, and any documents expressly incorporated by reference, contain the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, arrangements or understandings between the parties with respect to that subject matter.
    12. No Partnership Nothing expressed or implied in these Membership Terms will constitute either you or us as the partner, agent, employee or officer of the other. You shall not make any contrary representation to any third party.
    13. No Assignment You may not transfer assign or novate any of your rights or obligations under these Membership Terms without our prior written consent.
    14. Governing Law You acknowledge these Membership Terms are governed by the laws of Hong Kong and you hereby submit to the exclusive jurisdiction of the courts of Hong Kong in relation to any claim or dispute in connection with your Membership. Nothing in this clause shall limit the right of OnePort to take proceedings in any other court of competent jurisdiction, nor shall the taking of proceedings in one jurisdiction preclude OnePort from taking proceedings in any other jurisdiction.
    15. Language These Membership Terms may be available in English, and one or more other languages. The English version will prevail if there is any inconsistency between it and the other language versions.
    16. Personal Rights The rights granted to you under your Membership are personal, non-exclusive and non-transferable.
    17. Reservation of Rights OnePort reserves all rights not expressly granted to you under your Membership.
    18. Trademarks The Service and/or other OnePort products and services referred to herein are either trademarks or registered trademarks of OnePort or its nominees.

  15. NOTICES

    1. OnePort Address Notices under these Membership Terms may be delivered by hand, by mail, by facsimile or by e-mail to the addresses specified herein:

      OnePort Limited
      9/F, Warehouse Building Phase I, Berth One,
      Kwai Chung, Hong Kong
      Telephone: +852 3101 8250
      Facsimile: +852 3101 8239
      E-mail: contact@oneport.com
    2. When Notification Given Notification will be deemed given:
      1. in the case of hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving party;
      2. in the case of posting, seven days after dispatch;
      3. in the case of facsimile, upon receipt of transmission if received on a business day or otherwise at 9:00 a.m. of the first Business Day following transmission (being in each case the time of day at the intended place of receipt of that notice), provided that the sender’s facsimile machine confirms transmission to the intended recipient;
      4. in the case of e-mail, two hours after transmission is sent during normal business hours, and provided no notification that the e-mail has not reached its intended recipient has been received by the sender; and
      5. notwithstanding the aforesaid, any notice of termination pursuant to Clause 13.1 shall be given by hand or by facsimile transmission in the manner provided above.
    3. Change of Address The parties must notify the other of any change in their business and/or postal address, phone and/or facsimile number or e-mail address.

  16. CHANGE OF TERMS AND CONDITIONS

    1. OnePort may from time to time expressly modify, add to or delete the whole or any part or parts of these Membership Terms, the Service Terms, the Site Terms, the Gateway Agreement, the Privacy Policy and the Service, and such modification, addition or deletion shall take effect from the first day of the calendar month following Notification to you of the change. Should you no longer wish to be bound by the amended Membership Terms, the Service Terms, the Site Terms, the Gateway Agreement, the Privacy Policy or the Service, you should notify us that you do not wish your Membership to be renewed.
    2. Member Responsible to Know Terms You agree that you are solely responsible for ensuring that you are fully aware of and understand the current Membership Terms, including any additions or amendments applicable to the Service at all times.

  17. DEFINITIONS

    1. In the Membership Terms, unless the context indicates a contrary intention:

      "Account" means your user account for Use of the Service through the Login.

      "Administrator" means the person(s) nominated by the Member to act as its representative and to operate the Account in accordance with the access levels referred to in Clause 3.

      "Business Day" means a day on which trading banks are open for over the counter business in Hong Kong (excluding Saturday, Sunday and public holiday).

      "Customer Data" means all information or data provided by a Member to OnePort pursuant to the Service, such data to include any information required by us from time to time when you access the Service.

      "Electronic Message" means any message, notice, instruction, demand or other communication made through a telecommunications device, telex, facsimile transmission, electronic data transmission (including without limitation over the Internet or World Wide Web).

      "Fees" means the Monthly Membership Fee, Transaction Fee, Service Fee and all other amounts payable to OnePort under your Membership or otherwise in respect of any Use of the Service, your Login or any Transactions.

      "Force Majeure Event" means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under the Membership Terms. Such circumstances shall include but shall not be limited to:

      (a) acts of God, lightening strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;

      (b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and (c) strikes.

      "Gateway" means a software program that may run on a networked PC or a server, for access to and interfacing with the Service.

      "Gateway Agreement" means the terms and conditions under which you use or access a Gateway.

      "Information" means the information made available by the OnePort or its Licensors through the Service or any Link.

      "Link" means a hyperlink or other link through which web sites, services or information may be accessed from the Web Site.

      "Login" means your password access to the Service and includes the Member’s user identification and password and those of your Administrator(s) and Users.

      "Membership" means your current subscription to the Service, such that the Monthly Membership Fees have been paid or expressly waived by OnePort, and your agreement with OnePort under these Membership Terms.

      "Member" or "you" or "your" means the entity named or described in the Membership Registration Form whose application for Membership has been approved by OnePort and by which access to the Service is granted by OnePort.

      "Monthly Membership Fee" means the monthly fee payable by you in advance, for your Membership in the amount or amounts Notified from time to time by OnePort.

      "Membership Registration Form" means the registration form available on the Web Site by which you apply for Membership.

      "Membership Terms" means the provisions, terms and conditions contained herein.

      "Notice" means notice including by hand, by mail, by facsimile, by any Electronic Message "Notify", "Notifies" and “Notification” have corresponding meanings.

      "OnePort" or "us" or "our" means the supplier of the relevant Service referred to in the Membership Registration Form.

      "Privacy Policy" means any statements, terms and/or conditions in relation to privacy which may be prescribed by OnePort from time to time.

      "Service" means a service or services selected by you on the Membership Registration Form, or such service or services posted on the Web Site from time to time and to which you click “I Accept”.

      "Service Fee" means the amount or amounts to be paid to the OnePort by the Member in respect of the Service Notified to you and prescribed by the OnePort from time to time.

      "Service Terms" means any additional provisions in relation to the Service which may be prescribed by OnePort from time to time.

      "Site Terms" means the terms and conditions under which you use or access the Web Site.

      "Transaction" means any message, transaction, invitation, offer, contract, order, or instruction whatsoever made through the Service, your Account or your Login.

      "Transaction Fee" means the transaction fee for transactions done using the Service, Notified to you and prescribed by OnePort from time to time.

      "Us", "we" and "our" means the OnePort Limited.

      "Use" means to use or the use of the Service by the Member, Administrator(s) or Users through the Account, including use of the services, information and functions supplied or made available through the Service.

      "User" means each individual user authorised by the Member to use the Service through the Account.

      "Web Site" means OnePort’s web site accessible through the http://www.oneport.com .
    2. Interpretation In these Membership Terms
      1. headings are for convenience only and do not affect interpretation; and unless the context indicates a contrary intention;
      2. a reference to any party includes that party’s executors, administrators, successors, substitutes and permitted assigns;
      3. a reference to these Membership Terms or to any other deed, agreement or document includes, respectively, these Membership Terms or other such deed, agreement or document as amended, novated, supplemented, varied or replaced from time to time;
      4. words importing the singular include the plural (and vice versa) and words denoting a given gender include all other genders;
      5. a reference to a clause is a reference to a clause of the Membership Terms.