TERMS AND CONDITIONS
1.1 We, Butler (HK) Limited (collectively "we", the "Company" or "BUTLER"), own and operate the BUTLER store Ad Booking System service (“services” or “Service”) via our portal at https://mms.butler.hk/ (“Portal”) for placing advertisements on https://www.butler.hk/onlineshop (“our Site”).
1.2 By using our Portal, our site or our services you agree to be bound by the following terms and conditions (“terms and conditions” or “Agreement”). Please read them carefully.
1.3 We reserve the right to make changes to these terms and conditions from time to time without providing any prior notification. The amended terms and conditions are effective from the date they are published on our Portal or our site. Your continued access and use of our Portal or site and our services shall represent your unconditional acceptance of the latest version of the terms and conditions.
1.4 The meaning of some words used in these terms and conditions:
1.4.1 “we”, “us” or “our” is a reference to Butler (HK) Limited.
1.4.2 “Advertiser(s)” means the one who places Advertisements on our Site and/or makes use of the Service. Where any advertisement has been placed by an advertising agent, “Advertiser” shall include advertising agent and all obligations (including payment obligations), warranties, indemnities, releases and discharges expressed to be given under these Terms and Conditions by the advertising agent are expressed to be given by it and its principal on a joint and several basis. In these Terms and Conditions, “you” shall mean “Advertiser (including advertising agent)”
1.4.3 “Advertising Materials” or “Content” means all text, graphics, logos, icons, photographs, images, moving visual representational images or a combination of sounds and such images, audio, computer programs, URLs and other material featured, displayed or used in or in relation to our site.
1.4.4 “Campaign” means a submission by you via the Service to run Advertisement on the Site.
1.4.5 “Campaign Budget” means the fee charged by us for running Advertiser’s Campaign on the Site in the manner as approved by us.
1.4.6 “Fee” means the total actual fee together with all payments charged by us for running Advertiser’s Campaign.
1.4.7 “merchandise” or “Products” means the goods or services sold by merchants and suppliers through our site.
1.4.8 “Intellectual Property Rights” means any and all patents, trade marks, rights in domain names, rights in designs, copyright and database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in confidential information and all other intellectual property rights of a similar or corresponding character which may subsist now or in the future in any part of the world.
1.4.9 “services” has the meaning given in clause 1.1.
1.4.10 “site” means our BUTLER store’s website located at www.butler.hk/onlineshop, and any associated sites linked to it.
1.4.11 “Users” means users of our Site.
1.4.12 “User Content” has the meaning given in clause 11.1.
2. Registration and Booking Procedure
2.1 The Advertiser must be our registered merchant or supplier. The Advertiser can login to Merchant Management System to access the Service. By using the Services you are making a statement, upon which we are entitled to rely, that you are aged 18 years or above and capable of forming a legally binding contract for and on behalf of the Advertiser.
2.2 You represent to us and to all Users that all bookings and Advertisements made by you through our Portal or site will be within the scope of your authority.
2.3 When using the Service, Advertiser must ensure that all information provided is correct and up-to-date, and must ensure to keep such details updated.
2.4 We have the discretion to accept or reject any Advertisement booking without any reason.
2.5 Advertiser shall place its booking via our Portal not less than [ 15 ] Business Days before commencement date of the Campaign. We may reject any booking placed less than [ 15 ] Business Days before commencement date of the Campaign.
2.6 Once a booking is placed, the booking will be under review. No amendment is allowed, including changing advertising period, advertising format, advertising content or requesting refund. We reserve all right to suspend, remove or reject placement of the Advertisement for any suspicions of misleading information, false trade descriptions, infringement of Intellectual Property Rights of third parties and/or contravention of the laws of Hong Kong (in BUTLER store’s sole discretion), without any refund or compensation.
2.7 Bookings placed by Advertiser cannot be cancelled and no refund can be requested by Advertiser without our prior written consent. Any cancellation of booking by Advertiser without our prior written consent will incur damages equal to 100% of any amounts paid by Advertiser to us or any credits deducted from Advertiser’s account using the Service.
2.8. If we accept your booking, we will deliver your Advertisement when inventory becomes available.
2.9 We reserve the right to amend or alter the Advertising Rate Card at any time without prior notice. Please refer to the updated Advertising Rate Card on BUTLER store’s website.
3. Payment for Services
3.1 Upon our confirmation of Advertiser’s booking on our Site, we have assigned credit to Advertiser to proceed booking and require to use Credit as the Campaign Budget of Advertiser, which Credit shall be granted via Merchant Annual Fee, Advance Booking Scheme, Commitment Scheme or through any Top-Up which is arranged by our Account Manager from time to time. In the event that we discover that Advertiser has been using non- BUTLER store URL nor non-standard URL redirects to surreptitiously redirect visitors to landing pages that (a) do not match the landing page that was originally submitted for distribution through the Service and/or (b) are not otherwise in compliance with BUTLER store Advertiser Content Guidelines as a result of “cloaking” or other techniques that hide the true destination landing page that a user is directed to from Advertiser’s URLs, we shall be entitled to either charge the remaining amount of Advertiser’s spend to the credit card maintained on file or retain any Campaign Prepayments made, in which case, we will not refund any such funds. For clarity, we shall be entitled to retain the Prepayment and will not refund any such funds in the event of such breach by Advertiser. For purposes of clarity, all payments shall be made in Hong Kong Dollars, unless otherwise agreed to in writing between the parties.
3.2 Advertiser acknowledges that any credit provided will be on our then standard credit terms which may vary from time to time.
3.3 Payments charged may be subject to and include applicable taxes and levies, including without limitation withholding taxes. Advertiser is responsible for bearing and remitting any taxes that apply to its transactions. Advertiser will indemnify and hold us harmless from and against any claim arising out of its failure to do so.
3.4 If any payment is not received by us on or before the date that such payment is due, or if Advertiser is unable to pay its debts as and when they fall due, enters into any arrangement with its creditors other than in the ordinary course of business, passes a resolution for administration, winding up or liquidation (other than for the purposes of re-organization or reconstruction), has a receiver, manager, liquidator or administrator appointed to any of its property or assets or any petition is presented for its winding up (all in the case of a body corporate), we may: (a) cancel any provision of credit to Advertiser; (b) immediately and without notice, suspend or cancel all Advertisement bookings of Advertiser and terminate any agreement in relation to Advertisement not yet published, and in relation to which payment has not yet been received; (c) require cash pre-payment for any further advertising; (d) impose interest at the rate of 2% (two percent) above the bank lending rate (published by Hong Kong Banking Shanghai Corporation) on all sums that remain unpaid until full payment is received; (e) take proceedings against Advertiser for any outstanding amounts; (f) recover from Advertiser all costs incurred by us in the course of recovery of any amount owed by Advertiser including any legal costs on a full indemnity basis; and (g) exercise any other rights at law and in equity.
4. Intellectual Property Rights
4.1 Advertiser hereby grants to us and our affilites, a non-exclusive, worldwide, fully paid-up and royalty-free licence to use, publish, display, copy, store, reproduce and modify the Intellectual Property Rights in relation to the Advertisements and related Products, including without limitation trade marks, Product photographs, videos and Product descriptions, for the purposes of providing the Services and performing its obligations under this Agreement. Advertiser hereby acknowledges that the Intellectual Property Rights licensed to us under this clause may be sub-licensed by us to our business partners and service providers for the purpose of advertising or promoting the Products and/or BUTLER store. We acknowledge that except as expressly provided in these terms and conditions it will not acquire any rights in respect of such rights and goodwill and that they are, and shall remain, vested in Advertiser or its licensors.
4.2 You hereby waive, and procure that all other authors of the Advertising Materials and Content waive, all moral rights in the Advertising Materials and Content (including rights to be identified as the author of the Advertising Materials or Content or to object to any derogatory treatment of the Advertising Materials or Content), whether such rights subsist now or at any time in the future in any place in the world.
4.2 All rights in the design, text, graphics, photographs (including product photographs produced by us), and other material on BUTLER store, and the selection or arrangement thereof are the copyright of us. Advertiser acknowledges that except as expressly provided in this Agreement it will not acquire any rights in respect of such rights and goodwill and that they are, and shall remain, vested in us or our licensors.
4.3 We hereby grant to Advertiser, a non-exclusive and royalty-free licence to use and access our Portal, site and Service solely for the purposes of managing its Campaign and reviewing analytics associated with the Campaign. Nothing herein shall be deemed as conferring any rights to Advertiser with respect to any of our Intellectual Property Rights to the Service, our Portal and our Site.
5. Submission of Advertising Materials
5.1 Advertisers shall adhere to the terms and conditions as set out in BUTLER stores Advertiser Content Guidelines when submitting the Advertising Materials. The said guidelines shall form part of these Terms and Conditions and shall be updated by us from time to time by posting it on our Portal. Advertiser should regularly check the said guidelines.
5.2 We reserve all rights at our sole discretion to reject or remove from our Site or Portal any Advertising Materials that does not comply with BUTLER stores Advertiser Content Guidelines or, in our sole discretion, with any applicable law, regulation, or other judicial or administrative order or may adversely affect our interests, without any liability to Advertiser in respect of any loss arising out of or in connection with such rejection or removal.
5.3 Advertisers can send materials to us for production. We provide layout design and copywriting services, including layout amendments of up to 2 times. Advertisers can also choose to submit finished advertising artworks directly to us.
5.4 All Advertising Materials must adhere to those specifications and format specified by us.
5.5 All Advertising Materials and all accompanying information must be received by us on or  Business Days before the relevant Campaign date and Advertiser acknowledges and agrees that we are not responsible for network failures of any kind.
5.6 Advertiser accepts full responsibility for ensuring that the correct Advertising Materials (including Advertisement) is sent to us. If Advertiser sends the wrong Advertising Materials to us resulting in our serving of incorrect Advertisement, Advertiser’s obligation to pay the Fee in full shall remain in force.
5.7 All Advertisements must incorporate the advertiser’s logo or brand name.
5.8 The messaging on associated landing pages must correspond with the Advertisement.
5.9 Price and savings messages must be clear, accurate, and consistent within the ad copy and landing page.
Any special offers must clearly and accurately describe the benefit advertised as being part of the offer.
5.10 All information contained with the Advertisement must be accurate and verifiable. Performance claims and comparisons also require substantiation on the Advertisement or the landing page. Objective superlative claims always require the source and date of the evidence to be cited.
5.11 We may correct typographical, grammatical, spacing or formatting errors without Advertiser’s consent.
6. Rejection of Advertisements
6.1 Without in any way limiting Advertiser's obligation to pay the Fee, we reserve the right to reject and refuse to display or require amendments to any Advertisement or Advertising Materials without any reason.
6.2 Without prejudice to the generality of the foregoing, we may reject Advertisements or Advertising Materials under the following conditions:
(a) Failure to satisfy the relevant functional user testing matrix (setting out requirements for acceptable functionality of Advertisement on our Portal to ensure that the quality of user experience is maintained) and/or non-functional technical testing matrix requirements for acceptable non- functional standards Advertisement on our Portal to ensure technical compatibility.
(b) If any law enforcement agency or regulatory body or third party requires the removal of any Advertisement or the Advertising Materials.
(c) An external data source can manipulate the Advertisement and/or elements of the Advertisement can be updated dynamically without the author, user or publisher’s involvement.
(d) In circumstances where we consider that there is a conflict of commercial interest between our business/our group business and the Advertiser.
6.3 Notwithstanding our right of removal and rejection of any Advertisement or Advertising Materials, Advertiser acknowledges that it remains responsible for all Advertisements and Advertising Materials, regardless whether the same has been submitted to us for production, and we have no obligation to review any Advertisement or Advertising Materials nor to alter, amend, cancel, reject or refuse to publish or continue publishing any Advertisement/Advertising Materials.
7. Advertiser’s Representations, Warranties and Undertakings
7.1 You represent, warrant and covenant that:
7.1.1 you have the legal right and authority to enter into this Agreement and to grant the licences contained in this Agreement;
7.1.2 you are the owner of the Content and Advertising Materials and/or have all of the necessary rights, consents, permissions and licences which are required for you to grant us the licences contained in clause 4 and this Agreement;
7.1.3 by exercising the licence in clause 4 above, we shall not infringe the Intellectual Property Rights or other rights of any third party;
7.1.4 all Advertising Materials and Content in relation to the Advertisements and/or Products are true and accurate and do not contain any untrue, misleading, and deceptive statements, representations or claims in respect of the Products, and Advertiser will be solely responsible for any errors, omissions or losses in relation to its information published on BUTLER stores;
7.1.5 the Advertising Materials and Content will not infringe upon the Intellectual Property Rights or other rights of any third party or violate any applicable laws;
7.1.6 all Advertising Materials and Content in relation to the Advertisements or otherwise made available through the Advertisements shall be solely related to the Products available for sale by the Advertiser on BUTLER stores;
7.1.7 to the extent that the Content identifies any individual (whether by name, picture or otherwise), you have obtained all consents and permissions from those individuals which are required for us to use the Content as contemplated by the licence in this agreement;
7.1.8 the Content does not include any material that may be illegal, defamatory, obscene, offensive, harmful to the safety of any person, aimed at harassing any person or otherwise is inappropriate for display on our site;
7.1.9 Advertiser acknowledges that the ownership of the data of all Users is vested with us solely and Advertiser will not use the customer data for Advertiser’s own marketing purposes nor any purposes other than for promoting the Products on the Site and will not transfer any customer data to any person; and
7.1.10 at our request, you will provide us with written copies of any consents, permissions and licences that you are required to obtain.
7.2.1 You represent, warrant and covenant that you will not:
7.2.1 use our site, Portal or our Services for any fraudulent or unlawful purpose;
7.2.2 use our site to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity;
7.2.3 interfere with or disrupt the operation of our site, Portal or the servers or networks used to make our site available; or violate any requirements, procedures, policies or regulations of such networks;
7.2.4 transmit or otherwise make available in connection with our site any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
7.2.5 reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to our site (including our applications or software);
7.2.6 modify, adapt, translate, reverse engineer, decompile or disassemble any portion of our site or Portal (including our applications or software);
7.2.7 frame or mirror any part of the site or Portal without our express prior written consent;
7.2.8 create a database by systematically downloading and storing any site content or content on the Portal; and
7.2.9 infringe any copyright, design right or Intellectual Property Right on the site or Portal.
8. Disclaimer of Warranties and Limitation of Liability
8.1 We provide our service, our Portal and our site on an “as is” basis. We do not represent or warrant that access to our Portal or site (including using our applications or software), or any part of it, will be uninterrupted, reliable or fault-free.
8.2 We do not represent or warrant to you that our Portal or site or any of its contents will be accurate, complete or reliable.
8.3 We do not represent or warrant that any services (whether or not provided by us) will be provided with due care and skill or fit for any purpose (even if that purpose has been previously notified to us); or
8.4 You agree that no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us. Any information which you transmit to us is transmitted at your own risk.
8.5 To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:
8.5.1 any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our Services, Portal or site (including using our applications or software) or any information on our Portal or site;
8.5.2 the unavailability of our Portal, site (or any part of it) or services;
8.5.3 any delay in providing, or failure to provide or make available, our services, Portal or site, or any negligent provision of services;
8.5.4 any service not being of merchantable quality or fit for their intended purpose; or
8.5.5 any misrepresentation on or relating to our site, the Portal or the services.
8.6 Save as required by law:
8.6.1 we will not be liable to you for any indirect or consequential loss, damage or expenses, including loss of profits, business or goodwill, arising out of any problem you notify to us, and
8.6.2 we will have no liability to pay any money to you by way of compensation except otherwise specified in these terms and conditions.
8.7 You agree that each of these limitations is reasonable having regard to the nature of our site.
8.8 None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However, in such case our obligation, where permitted by law, will be limited to the resupply of our services to you.
8.9 Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions.
8.10 We cannot control how clicks are generated on your Advertisement. We are not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect your Advertisements or related analytics. We make no commitments regarding editorial or content adjacency, or competitive separation, for Advertisements. All Advertisements may run on or next to unmoderated user generated content.
8.11 To the maximum extent permitted by law, our total liability to Advertiser however arising in connection with this Agreement, the Services, Portal or Site shall not exceed (i) the total amount actually paid by the Advertiser to us during the six (6) months prior to the date of the event giving rise to the liability; or (ii) HK$5,000, whichever is higher.
You agree to indemnify us, our affiliates and all of our respective directors, employees and contractors, and hold us all harmless from any claim, loss, damage, fine, penalty, cost, expense (including legal expenses) or other liability which may be incurred by us arising out of (i) any breach of the covenants, warranties, representations or agreements by the Advertiser, or any of its employees, agents or contractors; (ii) any claim that the Content, Advertising Materials or the related Products infringes upon or violates any third party Intellectual Property Rights, or slanders, defames or libels any person, or does not comply with any applicable law or regulation; (iii) any allegation that the Advertiser, Advertising Materials, Content or Products violate any applicable law or regulation.
The Parties undertake that they shall at all times keep confidential the terms and contents of this Agreement and any confidential information concerning the other Party (“Confidential Information”). Each Party shall not, without the prior written consent of the other Party, use or disclose the Confidential Information to any person save and except for the proper performance and discharge of its obligations and responsibilities under this Agreement or where such disclosure is required by law or by the rules, regulations, directives or orders of the regulatory body having jurisdiction over the disclosing Party or required for any legal proceedings or process or if such disclosure is made by a Party to its auditors or other professional advisers or required to be made pursuant to the rules of a stock exchange.
11.1 We may terminate your access to our Portal or Site and this Agreement immediately if you are in breach of any of these terms and conditions, or any applicable law. We may also terminate this Agreement upon one (1) month’s notice.
11.2 Any rights that have accrued to either party at the date of termination will remain enforceable after termination.
12.1 We may communicate with you electronically any important information regarding your Advertisements or your booking. We may also provide notices to you by posting them on our Portal or Site, or by sending them to an email address or postal address that you previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent; notices by postal mail shall be considered received within one (1) business day of the time sent.
12.2 Unless stated otherwise, you must send notices to us relating to these Terms and Conditions to: email@example.com
13.1 We reserve the right at any time without notice to revise the content of our site, Portal (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our Portal or site and by continuing to use our site, Portal or the Services following any such change you will signify that you agree to be bound by the revised terms and conditions of use. This right includes the right to change any of the documentation which forms part of these terms and conditions.
13.2 If any clause hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other clause and such invalid clause shall be deemed to be severed from these terms and conditions.
13.3 We may assign these terms and conditions or appoint any third party, including our group companies, to provide the services to you on our behalf or to perform any of our obligations under these terms and conditions. You shall not assign or otherwise deal with its rights and obligations under these terms and conditions, whether in whole or in part without our written consent.
13.4 No failure or delay by any Party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
13.5 Save as specifically set out in these terms and conditions, these terms and conditions and the related documents, including without limitation the Advertiser Content Guidelines and terms and conditions in the advance payment form, commitment scheme form, commitment usage formand top up payment form, set forth the entire agreement and understanding of the parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of these terms and conditions. Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth in these terms and conditions. Notwithstanding this, Advertiser acknowledges that all Advertising, including the conditions of payment, delivery and changes to or cancellation of such Advertising or booking procedures, will be in accordance with and subject to any specific conditions notified to Advertiser or generally published by us from time to time, including on the Portal or site.
13.6 The Advertiser shall not make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes us with a copy of such announcement or information and obtains our approval.
13.7 Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, nor constitute any Party the agent of the other Party.
13.8 Each Party shall ensure that, in performing its obligations under this Agreement, it complies with the provisions of the Prevention of Bribery Ordinance and any other applicable anti-bribery law.
13.9 Our holding company and affiliated companies, and their respective officers, employees, consultants, agents and representatives (each a “BUTLER Third Party”) may, pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap.623), rely on any provision of this Agreement (including without limitation any indemnity, limitation or exclusion of liability) which expressly confers rights or benefits on that person. Subject to this, no person who is not party to this Agreement shall have any right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Ordinance (Cap.623). The parties may, without the consent of any BUTLER Third Party, rescind or vary this Agreement in such a way as to extinguish or alter the benefits or rights conferred by this clause.
14. Governing Law and Jurisdiction
This Agreement is governed by the laws of Hong Kong. The courts of Hong Kong shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any dispute, which may arise out of or in connection with this Agreement.
Any questions regarding the use of the Ad Booking System or regarding these Terms and Conditions, please contact us via firstname.lastname@example.org.
Last Updated: April 2020