GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

In this Agreement, the following words shall have the following meanings:

“Agreement ”means Parts 1 to 3 of the merchant agreement, these general terms and conditions, comprising together with schedules, annexures and any attachments, and any documents expressly incorporated by reference;

“Annual Fee”has the meaning given in clause 3.1.1 below;

“Commission”has the meaning given in Part 2 and clause 6.1;

“Customer Order”means a contract for sale and purchase of the Products made between Party B and a buyer through ThePlace;

“Fulfilled Order”means in respect of a Customer Order, where the ordered Products have been delivered to buyer and full payment of the invoice has been settled by buyer;

“ThePlace”means ThePlace located at www.ThePlace.shop and in the HKTVmall mobile app / site;

“Hong Kong”means the Hong Kong Special Administrative Region of the People’s Republic of China;“Intellectual Property”means any and all of the following items, whether or not registered, applications for the following items (whether or not registrable) and the right to apply for the items (where registrable):

(a) trade marks, logos, trade / brand names

(b) design rights, registered designs, and unregistered designs,

(c) copyright,

(d) domain names and URLs,

(e) rights in respect of confidential information, and

(f) all other intellectual property rights and similar rights in any country of the world, in which Party B has an ownership interest or legal right of use;

“Parties”means Party A and Party B, and “Party” shall mean either one of them;

“Products”means services and/or products to which Party B has a licence, authorisation, or right to sell in the Territories, as agreed between Party A and Party B from time to time;

“Term”the meaning given in Part 3 and clause 8 below; and

“Territories”means Hong Kong and other territories agreed in writing by the Parties from time to time.

2. PARTY A'S OBLIGATIONS

2.1 Party A shall, through ThePlace, provide to Party B the following services:

2.1.1 a subdomain name within ThePlace domain name, with both website and mobile versions accessible by the public;

2.1.2 an online tool for Party B to build and manage Party’s B e-commerce store listed or to be listed on the subdomain name as referred to in clause 2.1.1 above;

2.1.3 a payment gateway to manage multiple means of payment for transaction between Party B and customers;

2.1.4 marketing and promotional campaigns on a platform-wide basis; and

2.1.5 any other services to be mutually agreed by both Parties from time to time.

3. PARTY B'S OBLIGATIONS

3.1 In order to maintain uniform high standards of the registered merchants, protect the Intellectual Property rights and maintain the goodwill of ThePlace, Party B agrees during the Term to strictly observe the obligations set out below:

3.1.1 Party B shall pay the Annual Fee (subject to adjustment upon Party A’s prior notice) per store on ThePlace upon signing of this Agreement for Party A’s provision of services on ThePlace as set out in clause 2 and thereafter on annual basis. Party B agrees and understands that the Annual Fee paid by Party B is neither refundable nor transferable under any circumstances.

3.1.1A Party B shall maintain its business conduct and ethics in the highest standards.

3.1.2 Party B shall carry on its business diligently and in a manner in all material respects reasonably satisfactory to Party A, and as may be reasonably required by Party A from time to time to maintain the goodwill of ThePlace.

3.1.3 Party B shall ensure that the Products offered for sale are of merchantable quality, fit for purpose, or fit for human use or consumption. Without limitation, Party B shall ensure that any Products past the “due by date” or “best before date”, or marked as “not for sale”, “not for individual sale”, “tester”, “sample” or with wording to a similar effect are not offered for sale.

3.1.4 Party B shall set its own prices of the Products, and shall not enter into any anti-competitive agreements, concerted practices and decisions with any of its competitors, or any other person whatsoever in relation to the prices at which Party B will provide the Products. To ensure that consumer interest will be protected, Party B shall ensure that the Products offered for sale at ThePlace will be on no less favourable terms than those offered by Party B at its physical stores or online stores in the Territories.

3.1.5 Party B shall be responsible for publishing and maintaining the design, layout, “look and feel” of its store on ThePlace and all content relating to the Products on its store, including without limitation content on the store page, shop banner and product description pages. All content on the store page and product description pages shall be in traditional Chinese or in other languages enabled by Party A.

3.1.6 Party B shall strictly comply with the provisions of this Agreement, information security, and data protection policy, as may be published by Party A.

3.1.7 Party B shall provide continuing support and assistance to Party A in facilitating transaction processes and effective operations of ThePlace to the reasonable satisfaction of Party A.

3.1.8 Party B shall make available a representative of Party B who shall be contacted by Party A for general enquiries during office hours and emergency enquiries 24 hours a day and 7 days a week.

3.1.9 Party B shall provide sale and post-sale service to buyers to the reasonable satisfaction of Party A.

3.1.10 Party B shall install a dedicated electronic system for processing the Customer Orders.

3.1.11 Party B shall perform its obligations under this Agreement with all due care, skill and diligence in accordance with all applicable laws, rules and regulations, and Party A’s policies and/or guidelines in relation to, among others, the operations of ThePlace.

3.1.12 Party B shall obtain any necessary import and export licences, certificates of origin or other requisite documents, and pay all applicable customs, fees, duties, levies, surcharges and taxes in respect of the importation and exportation of the Products into the Territories and the distribution in the Territories and shall ensure that the Products are of the origin, nature, substance and quality required to clear necessary inspection, examination and quarantine process conducted by customs and relevant regulatory authorities.

3.1.13

Party B shall ensure that the Products (as for food) are in compliance with all labelling, packaging, distribution and other applicable legal requirements in the Territories, including without limitation food and nutrition labelling requirements under the Food and Drugs (Composition and Labelling) Regulations (Cap.132W) and Public Health and Municipal Services Ordinance (Cap.132) and restrictions on labelling and advertisements under the Undesirable Medical Advertisements Ordinance (Cap.231).

3.1.14

Party B shall ensure that the Products (as for consumer goods) are in compliance with all labelling, packaging, distribution, safety and other applicable legal requirements in the Territories, including without limitation Chinese and English safety warning labelling requirements under the Consumer Goods and Safety Ordinance (Cap.456) and its regulations and the Toys and Children’s Products Safety Ordinance (Cap.424).

3.1.15

Party B shall ensure that the Products (as for electronics) have valid safety certificates as legally required and are in compliance with all safety and other applicable legal requirements in the Territories, including without limitation the Electricity Ordinance (Cap.406) and the Electrical Products (Safety) Regulations (Cap.406G), and shall ensure valid safety certificates and other requisite documents are uploaded to the ThePlace before it makes its Products available for purchase by the buyers.

3.1.16

Party B shall ensure that the Products (as for pesticides) are registered pesticides under the Pesticides Ordinance (Cap.133) and in compliance with all labelling, packaging, distribution, safety and other applicable legal requirements in the Territories, including without limitation Chinese and English safety labelling requirements under the Pesticides Ordinance (Cap.133) and the Pesticides Regulations (Cap.133A), and that it holds a valid licence or permit for the

supply or sale of pesticides.

3.1.17

Party B shall ensure that it holds all necessary licences and/or permits for the supply of all Products under applicable laws.

3.1.18

Party B shall ensure that the Products and all content published on ThePlace in relation to the Products comply with all the applicable legal and regulatory requirements in the Territories, including without limitation all labelling, packaging, distribution, safety, registration and promotional requirements, and Trade Descriptions Ordinance (Cap.362), and the Control

of Obscene and Indecent Articles Ordinance (Cap.390).

3.1.19 Party B shall not offer to sell any prohibited goods or services as set forth in Schedule 2.

3.1.20 Party B shall provide information and documents as Party A may require evidencing authenticity of Products and regulatory compliance.

3.1.21 Party B shall take down the Products from ThePlace and follow Party A’s product recall instructions upon Party A’s immediate notice. For the avoidance of doubt, Party A will only provide product recall instructions to Party B where such product recall is required or requested by regulatory authorities.

3.1.22 Party B shall handle all product return and refund requests from buyers directly with the buyers.

3.1.23 Party B shall not publish or display any promotional information on ThePlace and/or do any act (including creation of a hyperlink) that may advertise or promote (i) Party B’s own website and/or social media platform(s) which carries on any e-commerce business in Party A’s sole opinion, and/or (ii) any sales channels (other than ThePlace and physical stores of Party B). For the avoidance of doubt, any product warranty details that contain contact information shall be completed and displayed in accordance with Party A's instructions.

3.1.24 Party B shall ensure that Party B’s staff and their immediate family members do not leave any comments on ThePlace on any Products. Party B shall not contribute to any false comments on ThePlace.

3.1.25 Party B shall ensure that the Products (as for electronics) that are prescribed products under the Energy Efficiency (Labelling of Products) Ordinance (Cap.598) have valid reference numbers and energy labels in the prescribed format attached to the Products and are in compliance with all applicable legal requirements in the Territories, including without limitation the Energy Efficiency (Labelling of Products) Ordinance (Cap.598).

3.1.26 Party B shall ensure that each Product has a unique SKU ID and shall not amend the Product details, descriptions, photographs or videos such that the original Product under an SKU ID is replaced by a different Product.

4. ADVERTISING

4.1 Party B acknowledges that Party A shall have the exclusive advertising right of ThePlace and shall be entitled to all revenue received in connection with ThePlace, including without limitation advertising revenue in connection with ThePlace’s promotional, marketing and advertising activities. Party A shall not be required to make any payment to Party B except as expressly provided in this Agreement.

4.2 Party B undertakes not to do anything which may compromise Party A’s receipt of the advertising revenue referred to in clause 4.1 above, including without limitation interfering in any way with advertising contents and activities of ThePlace.

5. EXPENSES

Each Party shall bear its own costs and expenses in carrying out its obligations under this Agreement.

6. COMMISSION AND PAYMENT

6.1 Party B shall pay the Commission to Party A for each Customer Order at the rate set out in Part 2 or at the rate as adjusted by Party A in accordance with clause 6.2 of this Agreement.

6.2 Party A reserves the right to adjust the Commission by prior notice, provided that if Party B disagrees with the adjusted Commission, either Party may terminate this Agreement upon thirty (30) days’ written notice which shall be given within thirty (30) days from the date of notice of the adjusted Commission. Party B agrees and understands that upon termination under this clause 6.2, the Annual Fee paid by Party B is not refundable in part nor in whole.

6.3 Party A shall pay Party B the amount of net revenue (after deduction of all applicable charges, fees and withholding taxes, including without limitation store credit used, store offered discount or rebates, the Commission, Annual Fee, penalty charges, or amount subject to charge-back to buyers, payers or third parties and advertising fees in accordance with clause 6.7 and damages liable by Party B) of Fulfilled Order 3 times per month or at other intervals as agreed between the Parties together with a transaction report to Party B showing the Fulfilled Orders and the amount of the Commission and the amount of net revenue payable to Party B. The amount of net revenue payable to Party B shall deem to be final and conclusive if no written notice of dispute is given by Party B within fourteen (14) days from the date of receipt of the transaction report (except for amount subject to charge-back to buyers, payers or third parties as requested subsequently by such parties). In the event that the amount in dispute raised by Party B is accepted by Party A, the said amount will be adjusted in the next transaction report.

6.4 For the avoidance of doubt, Party A shall only be liable to pay the relevant net revenue or net amount to Party B under this Agreement when such revenue or amount is actually received by Party A in accordance with Party A’s records (which shall be final and conclusive), and such revenue or amount is not subject to any refund, refund requests, charge-back or charge-back requests by any financial institution, payment processor, buyer, payer or third party and is not otherwise deemed to be a suspicious transaction in Party A’s sole opinion.

6.5 Party B shall be liable to pay Party A for any amount charged-back or subject to charge-back to any financial institution, payment processor, buyer, payer or third party for whatever reason subsequently after payment by Party A to Party B, and Party B shall settle the payment within seven (7) working days upon notice from Party A.

.6.6 Party A has the right to demand penalty charges from Party B as specified in clause C, Schedule 1 and Schedule 3 and Party B shall settle the payment within seven (7) working days upon notice from Party A and/or allow the said amount to be adjusted in the next transaction report.

6.7 In respect of advertising fees charged by Party A for marketing and promotional activities provided for Party B on ThePlace, such advertising fees will be adjusted in the transaction report of the following month, unless such advertising fees are required to be prepaid by Party B before the marketing and promotional activities are provided.

6.8 For all fees, charges and other payments which are deductible but not deducted in accordance with clause 6.3, such amounts shall be separately invoiced to Party B and shall be settled by Party B. Party A shall be entitled to charge interest at the rate of 2% over the best lending rate of The HongKong and Shanghai Banking Corporation Limited on any outstanding amounts from the due date to the date of actual payment.

6.9 Party A may set off against any amounts payable to Party B any amount owed by Party B to Party A (or to a third party, if such third party claims such amount from Party A or, in Party A’s sole opinion, will likely do so), whether such amounts are due under this Agreement or otherwise. Party B shall not have the right to set off any amounts owed by Party A. Any payment made by Party A to Party B shall be without prejudice to any claims or rights which Party A may have against Party B.

6.10 If Party B elects to settle payments by credit card, Party B authorizes Party A to bill all fees, charges and other payments payable by Party B from time to time to the credit card.

7. CONFIDENTIALITY

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.

Notwithstanding the above paragraph, Party B agrees that Party A may share certain data collected through ThePlace including without limitation data relating to sales transactions, user traffic, logistics and warehouse performance publicly and with Party A’s holding company and affiliated companies and their respective officers, employees, consultants, agents and representatives, and Party A’s partners including without limitation with existing and potential business partners, registered merchants, sellers or suppliers of the goods/services on HKTVmall and ThePlace, start-up entrepreneurs and academics.

Party B acknowledges and confirms the acceptance of the privacy policy published by Party A on its website, in relation to, among other, the collection, use, retention, disclosure, transfer, security of, and right to access or correct, the personal data provided by Party B.

8. TERM

The Term of the Agreement shall commence on the commencement date specified in Part 3 and unless terminated earlier in accordance with the provisions of this Agreement shall continue for a period specified in Part 3. This Agreement shall thereafter automatically be renewed for period(s) of one (1) year unless either Party shall give the other Party three (3) months’ written notice that the Agreement is at an end before the expiry of the Term.

9. TERMINATION

9.1 This Agreement may be terminated in whole or in part by either Party on giving immediate written notice to the other if (i) the other Party is in material breach of the terms of this Agreement, or (ii) the other Party files a petition in bankruptcy, or has filed against it an involuntary petition in bankruptcy not dismissed within sixty (60) days after filing, or applies for or consent to the appointment of a receiver, custodian, trustee or liquidator, or makes a general assignment for the benefit of creditors. Party B agrees and accepts that any breach of

the provisions under clauses 3, 4, 6, 7, 10 and 11 shall constitute a material breach.

9.2 Party A may terminate this Agreement in whole or in part at any time by giving Party B a thirty (30) days’ advance written notice.

9.3 Either Party may terminate this Agreement in accordance with clause 6.2.

9.4 On expiry or termination of this Agreement, Party A and Party B shall settle the Commission and other outstanding payments up to the date of termination within fourteen (14) days of termination.

10. INTELLECTUAL PROPERTY

10.1 Party B hereby grants to Party A and its subsidiaries, a non-exclusive and royalty-free licence to use the Intellectual Property during the Term in relation to its shop and the Products, including without limitation trade marks, Product photographs, videos and Product descriptions, for the purposes of exercising Party A’s rights and performing its obligations under this Agreement. Party B hereby acknowledges that the Intellectual Property rights licensed to Party A under this clause may be sub-licensed by Party A to Party A’s business partners and service providers during the Term for the purpose of advertising or promoting the Products and/or HKTVmall and/or ThePlace. Party A 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 Party B or its licensors.

10.2 All rights in the design, text, graphics, photographs (including product photographs produced by Party A), and other material on HKTVmall and/or ThePlace, and the selection or arrangement thereof are the copyright of Party A. Party B 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 Party A or its licensors.

10.3 Party A hereby grants to Party B, a non-exclusive and royalty-free licence to use the product photographs produced by Party A for the purpose of promoting the Products during the Term.

11. REPRESENTATIONS AND WARRANTIES

11.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and that upon execution and delivery hereof, this Agreement will constitute the valid and binding obligations of the Party.

11.2 Party B warrants, represents and undertakes to Party A as follows:

11.2.1 Party B is free to enter into this Agreement and grant Party A the rights and licences granted under it and is not under any disability, restriction or prohibition which might prevent Party B from performing or observing any of Party B’s obligations under this Agreement;

11.2.2 Party B has not entered into and will not enter into any arrangement which may conflict with this Agreement; and all third party liabilities shall be the sole responsibility of Party B, and Party A shall not incur any liability for these;

11.2.3 Party B is entitled to grant the rights and licences herein, and will maintain throughout the Term all rights, authorisations and licences that are required in order for it to perform its obligations hereunder;

11.2.4 there are no allegations or proceedings, pending or threatened, which assert that development, operation, manufacture, use or sale of the Products and/or any content published or to be published on ThePlace infringe or will infringe third party rights;

11.2.5 the use or sale of any of the Products and/or any content published or to be published on ThePlace do not and will not infringe any third party rights;

11.2.6 the Products are fit for human use or consumption;

11.2.7 all content in relation to the Products and/or Party B including without limitation content on the store page, shop banner, product description pages and Party B’s price list, catalogues, and sales literature are true and accurate and will not contain any untrue, misleading, and deceptive statements, representations or claims in respect of the Products, and Party B will be solely responsible for any errors, omissions or losses in relation to its information published on ThePlace;

11.2.8 all promotional materials and information published on ThePlace or otherwise made available to Party A shall be solely related to the Products available for sale on ThePlace;

11.2.9 Party B shall (and shall contractually procure that its employees, contractors and agents shall) collect, use, disclose, transfer, store or otherwise process the customer data (including without limitation names, mobile phone numbers and addresses relating to all Customer Orders) in accordance with applicable privacy laws and regulations;

11.2.10 Party B shall (and shall contractually procure that its employees, contractors and agents shall) implement adequate security, technical and organisational measures and take all practical steps to prevent unauthorised or accidental access, processing, erasure, loss or use of any customer data;

11.2.11 Party B will not conduct its business for any fraudulent or unlawful purpose; and

11.2.12 all information provided to Party A or its contractors for the purpose of providing services are true, accurate and complete and will not contain any untrue, misleading, and deceptive statements, representations or claims, and Party B shall be solely responsible for errors and omissions in, and authenticity of, such information, and shall be solely responsible for all penalties, losses, costs, consequences and liabilities in relation to provision of such information to regulatory authorities or other third parties.

12. INDEMNIFICATION

12.1 Party B shall indemnify and hold harmless Party A, its holding company and affiliated companies and their respective officers, employees, consultants, agents and representatives from any and all claims, demands, liabilities, consequences, losses, damage and/or expenses, including without limitation legal fees, incurred or sustained by Party A as follows:

12.1.1 in respect of any alleged or actual infringement of any intellectual property rights, copyright, trade mark, design rights or any other rights of any third party;

12.1.2 in respect of any claims which may be asserted against or suffered by Party A relating to the use of the Products, including without limitation claims based on product liability laws;

12.1.3 in respect of any breach by Party B of the warranties, representations, covenants, undertakings, and obligations under, in connection with or incidental to this Agreement; and

12.1.4 in respect of any fraudulent, unlawful and/or suspicious transactions in respect of the purchase and/or resale of the Products or otherwise relating to or in connection with the Products (regardless of any negligence, default, conduct or fault, in whole or in part, by Party A or any indemnified parties).

13. LIMITATION OF LIABILITY

13.1 To the extent permitted by law, the Parties exclude all warranties, conditions, and representations other than expressly stated in this Agreement.

13.2 Party A disclaims and excludes all other warranties conditions, representations and guarantees, express or implied, including but not limited to (i) implied warranties of merchantability, fitness for a particular purpose, and non-infringement (ii) warranties as to the quality or performance of the materials, information, goods, services, technology and/or content provided under or in connection with this Agreement, including but not limited to the quality, completeness or accuracy of any content made available on ThePlace (iii) warranties as to the accuracy of result of any search function or how your store or Product would rank in the search result or how prominent your store would appear on ThePlace or in the relevant store category. Party A further makes no warranty that ThePlace will be uninterrupted, timely or error-free or that the results or information obtained from use of ThePlace will be accurate or reliable. Party A reserves the right to improve, change, modify, suspend or remove any function or feature in ThePlace from time to time.

13.3 To the extent permitted by law, Party A’s liability under or in connection with this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the sum of the Commission received from Party B for the preceding twelve (12) months.

13.4 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

13.5 Party A shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement, nor otherwise be held liable under this Agreement, if such delay or failure or liability result from events, circumstances or causes beyond its reasonable control, such events, circumstances or causes include without limitation acts of God, flood, drought, earthquake, natural disaster, epidemic or pandemic, terrorist attack, civil war, commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority (including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent), collapse of buildings, fire, explosion or accident, any labor or trade dispute, strikes, industrial action or lockout, non-performance by suppliers or subcontractors, interruption or failure of utility service.

13.6 Party A does not intend, and does not undertake, to monitor the materials and information provided by Party B, and accepts no responsibility arising therefrom. Party A shall have the right, at its sole determination, to delete any Party B’s materials and information from ThePlace without any prior notice nor liabilities to Party B.

13.7 Party B acknowledges and confirms that Party A does not act as, and shall under no circumstances be regarded as, an importer, exporter, seller, supplier or distributor of the Products. Party A disclaims and excludes all such representations, warranties and guarantees, express or implied, and to the extent permitted by law, all responsibilities and liabilities, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, of an importer, exporter, seller, supplier or distributor of the Products, or in relation to performance of any services by its contractors. In case any written enquiry, request for information, notice, warning letter, notice of legal action or penalty in respect of any breach or suspected breach of any applicable law or regulation of the Product is issued or imposed by regulatory authorities, tribunals or courts, or any notice, claim or legal action is initiated by any person or entity in relation to the store, the Products and/or quality of Products, Party B shall be solely responsible for addressing such enquiry, request, notice or letter and shall be solely responsible for all of its liabilities in relation to the store, the Products and/or quality of Products under relevant law or regulation or tribunal or court order as importer, exporter, seller, supplier or distributor of Products (as the case maybe).

14. GENERAL

14.1 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.

14.2 If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement.

14.3 This Agreement sets forth the entire agreement and understanding of the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth in this Agreement.

14.4 This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument.

14.5 Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. Party A may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

14.6 No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

14.7 Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, nor constitute any Party the agent of the other Party.

14.8 Any notice to be given under this Agreement shall be in writing and shall be sent by mail, by fax or email to the relevant Party. Notices sent as above shall be deemed to have been received 4 working days after the day of posting (in the case of local mail), or 7 working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of fax messages, but only if a transmission report is generated by the sender’s fax machine recording a message from the recipient’s fax machine, confirming that the fax was sent to the number indicated above and confirming that all pages were successfully transmitted), or on the next working day after sending (in the case of email). The Parties agree that it shall be effective service of process of any legal action or proceedings arising out of or in connection with this Agreement by serving the process on a Party upon the address set out in this Agreement.

14.9 Clauses 6, 7, 9.4, 11, 12, 13, and 14 of this Agreement shall survive the termination of this Agreement.

14.10 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.

14.11 Party A’s holding company and affiliated companies, and their respective officers, employees, consultants, agents, contractors and representatives (each a “Party A 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 Party A Third Party, rescind or vary this Agreement in such a way as to extinguish or alter the benefits or rights conferred by this clause.

14.12 Party A reserves the right to make changes to these general terms and conditions from time to time without providing any prior notification. The amended general terms and conditions are effective from the date they are notified to Party B. Party B’s continued use of Party A’s services and/or placement of the Products on ThePlace or continue exercise of its right or performance of the Agreement shall represent Party B’s unconditional acceptance of the latest version of the general terms and conditions.

14.13 The Parties agree that the policies, guidelines and operation procedures published by Party A on its platform regarding ThePlace shall form a part of these general terms and conditions as if they were expressly set out herein.

14.14 Where these general terms and conditions, together with any schedules, annexes and attachments hereto, expressly incorporate any policies, guidelines and operation procedures of Party A by reference, in case of conflict or inconsistency, these general terms conditions, together with schedules, annexes and attachments hereto, shall prevail over any policies, guidelines and operation procedures of Party A incorporated by reference, to the extent of such conflict or inconsistency.

14.15 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.

14.15A All ordinances as stated in this Agreement refer to the ordinances of Hong Kong, unless otherwise specified.

SCHEDULE 1

DELIVERY AND RETURN

UNDERTAKINGS

A. MERCHANT DELIVERY

1. Delivery of the Products shall be handled by Party B at its own costs and expenses within the Territories in accordance with the agreed delivery schedule and agreed delivery fee between Party B and buyer. The Products shall be deemed to have been delivered to buyer when receipt of Products is acknowledged by recipient.

2. In respect of a Customer Order, if required by Party A, Party B shall deliver to Party A documents and notices together with all other information required by Party A at Party A’s sole discretion as evidence of a Fulfilled Order. Party A shall be entitled to determine whether a Customer Order has been fulfilled at its sole discretion. Party B agrees and accepts that Party A’s decision shall be final.

B. PRODUCT RETURNS AND PRODUCT RECALLS

1. Where the Products that have been sold to the buyer are incomplete or missing in the delivery, or the wrong or damaged or defective product has been delivered, or for product recalls under clause 3.1.21, Party B shall resolve the issue on their own with the buyer directly.

C. PENALTY CHARGES

Party B agrees to pay to Party A the penalty charges as set out in Schedule 3 (Penalty Charges) which forms an integral part of these general terms and conditions. Party A reserves the right to make changes to Schedule 3 from time to time without providing any prior notification. The amended Schedule 3 is effective from the date they are notified to Party B. Party B’s continued use of Party A’s services and/or placement of the Products on ThePlace shall represent Party B’s unconditional acceptance of the latest version of Schedule 3.

For the avoidance of doubt, the penalty charges in this clause do not affect the application of clauses 9 (termination) and 12 (indemnification).

SCHEDULE 2

RESTRICTED OR PROHIBITED GOODS / SERVICES

Party B shall not offer to sell any restricted or prohibited goods / services, including but not limited to the followings:

1. any infringing goods / services of whatsoever nature arising from or in relation to any infringement or alleged infringement of any intellectual property rights;

2. any used articles and stolen goods;

3. dutiable commodities;

4. obscene and indecent articles;

5. explosives, firearms and ammunition, and prohibited weapons;

6. strategic commodities;

7. animals ;

8. controlled and hazardous chemicals, and infectious goods;

9. dangerous drugs, pharmaceutical products and medicine, and proprietary Chinese medicines and Chinese herbal medicines;

10. currency, bearer instruments, negotiable instruments; and

11. any goods / services restricted, prohibited by or in violation of applicable law, regulation and convention of competent governments, authorities, associations or organizations.

SCHEDULE 3

PENALTY CHARGES

Party B (“Merchant”) agrees to pay to Party A (“ThePlace”) the penalty charges as set out in this Schedule 3 (Penalty Charges) which forms an integral part of the Merchant Agreement General Terms and Conditions. Merchant agrees that any penalty charges shall be deducted by ThePlace in the transaction report of the following month.

In order to ensure the quality of Products offered for sale by Merchants on ThePlace, and that the Products conform to related regulations and the Merchant Agreement General Terms and Conditions and ThePlace’ written policies and guidelines, we have implemented a Penalty Charge Scheme. Merchants are liable to a payment of the penalty where

ThePlace receives any written enquiry, request for information, notice, warning letter, notice of legal action or penalty in respect of any breach or suspected breach of any applicable law or regulation of the Product from any tribunal, court or regulatory authority.

In the event any of the above mentioned cases occurs, Merchant agrees that the commission shall be retained by ThePlace and the relevant Product SKUs shall immediately be taken offline at HKTVshosp’ sole discretion. ThePlace reserves its right to terminate the Merchant Agreement and/or to claim Merchant for any damages, loss or expenses incurred on an indemnity basis, under the Merchant Agreement General Terms and Conditions.

Please refer to the following tables for details:

Table 1: Penalty charge of any written enquiry, request for information, notice, warning letter, notice of legal action or penalty in respect of any breach or suspected breach of any applicable law or regulation of the Product from regulatory authorities, tribunals or courts

Related Regulations & Penalty Charge (per SKU)

· supply or offer to supply counterfeit product: HK $ 20,000

· Cap. 406 & Cap. 406G Electricity Ordinance & Electrical Products (Safety) Regulation— supply or offer to supply an electrical product which does not comply with the essential safety requirements and/ or the specific safety requirements for the electrical product: HK $ 20,000

· Cap. 138: Pharmacy and Poisons Ordinance— supply or offer to supply pharmaceutical products containing regulated poison ingredients: HK $ 20,000

· Cap. 134 Dangerous Drugs Ordinance– supply or procure, or offer to supply or procure, dangerous drugs in contravention to the Ordinance: HK$100,000

· Cap. 549 Chinese Medicine Ordinance— 1. supply or offer to supply proprietary Chinese medicine not registered under Hong Kong Regulations; or 2. supply or offer to supply Chinese herbal medicine which is listed in Schedule 1 of the Ordinance: HK $ 20,000

· Cap. 231: Undesirable Medical Advertisements Ordinance— publishing product advertisements referring to certain diseases or conditions: HK $ 20,000

· Cap. 603: Product Eco-responsibility Ordinance— Merchant who offers electrical products cannot comply with the removal service plan endorsed under Environmental Protection Department: HK $ 20,000

· Cap.598: Energy Efficiency (Labelling of Products) Ordinance— supply or offer to supply prescribed electronic products without valid reference number and/or energy label: HK $ 20,000

· Cap. 132 & Cap. 132W: Public Health and Municipal Services Ordinance & Food and Drugs (Composition and Labelling) Regulations— 1. Merchant who offers food services cannot provide valid licenses; or 2. supply or offer to supply prepackaged food without food label (including nutrition label) in compliance with the regulations; 3. supply or offer to supply food not complying with the nature, substance or quality demanded by consumers: HK $ 1,000

· Cap. 456: Consumer Goods Safety Ordinance— supply or offer to supply products which do not contain proper safety warnings: HK $ 1,000

· Cap. 424: Toys and Children’s Products Safety Ordinance— supply or offer to supply toys and children’s products which do not comply with the general safety requirement or additional safety standards: HK $ 1,000

· Cap. 133: Pesticides Ordinance— 1. Merchant who offers controlled pesticide product cannot provide valid pesticide license; or 2. supply or offer to supply pesticide product containing active ingredients that exceeds the upper concentration limit stated in Registered Pesticide List- Part I; or 3. supply or offer to supply pesticide product containing active ingredients stated on Registered Pesticide List- Part II: HK $ 1,000

· Cap. 362: Trade Descriptions Ordinance— 1. supply or offer to supply any goods to which a false trade description is applied; or 2. engage in unfair trade practices prohibited under the Trade Descriptions Ordinance: HK $ 1,000

· Copyright Infringement— use or publishing of copyright materials without permission of the copyright owner: HK $ 1,000

· Cap. 390 Control of Obscene and Indecent Articles Ordinance— display of any indecent content (including advertisements): HK $ 1,000

· Any other applicable law or regulation: HK $1,000

· Failure to comply with the instructions from ThePlace to take its Products offline (as a result of receipt of any written enquiry, request for information, notice, warning letter, notice of legal action or penalty from regulatory authorities, tribunals or courts in respect of any breach or suspected breach of any applicable law or regulation by the Product): HK $1,000

Important Note:

If a Merchant’s Products are found to have violated the same regulations or guidelines in a subsequent product inspection, the penalty charge shall be calculated at a rate of two (2) times of the penalty charge for the previous violation.

ThePlace reserves the right to make changes to this Schedule 3 (Penalty Charges) from time to time without providing any prior notification. The amended Schedule 3 (Penalty Charges) is effective from the date it is notified to the Merchant. Merchant’s continued use of ThePlace’ services and/or placement of the Products on ThePlace shall represent Merchant’s unconditional acceptance of the latest version of Schedule 3 (Penalty Charges).

The Chinese translation of this Schedule 3 (Penalty Charges) is for reference only. In case of conflict or inconsistency between the Chinese translation and the English version, the English version shall prevail.

Last updated: 2024 August

附件三— 罰款

乙方(即商戶)同意向甲方(即香港電視購物網絡有限公司) 繳付於附件三中列表所列事項的相關罰款。商戶亦

同意相關罰款或任何退款應由香港電視購物網絡有限公司在商戶的下一盈利月結報告中扣除。

為確保香港電視購物網絡平台上出售的貨品質素，香港電視購物網絡有限公司實行罰款制度以提醒商戶銷

售貨品時必須依照相關法例、合約條款，以及香港電視購物網絡有限公司的產品政策及指引。

若收到經任何法庭、法院或監管機構就貨品違反法例法規或懷疑貨品違反法例法規而發出的書面諮詢或通知書 (包括但不限於採取法律行動通知、罰款通知及收集資料通知)、投訴及警告信等 ，商戶均須繳付相關罰款。如發生上述事件, 商戶須同意香港電視購物網絡有限公司保留有關貨品的銷售佣金，而有關貨品須即時下架。香港電視購物網絡有限公司保留即時終止與該商戶合作的權利，及/ 或 就彌償基礎上向商戶追討過程中所導致的損失、賠償及費用。

詳情及細則請參考以下列表：

列表一： 收到任何法庭、法院或監管機構投訴貨品違反法例或懷疑貨品違反法例而發出的書面諮詢或通知書 (包括但不限於採取法律行動通知、罰款通知及收集資料通知)、投訴及警告信懷疑貨品違反相關法例，香港電視購物網絡有限公司向商戶收取的罰款

相關法例及條款 及 罰款 (以每一件 SKU 計算)

· 出售假冒貨品：HK $ 20,000

· Cap. 406 及 Cap. 406G: 《電力條例》及《電氣產品(安全)規例》— 供應的電氣產品未能符合基本安全規例 及/ 或特定安全規例：HK $ 20,000

· Cap. 138: 《藥劑業及毒藥規例》— 供應的藥劑制品中含有毒藥列表中所列的毒藥成分：HK $ 20,000

· Cap. 134: 《危險藥物條例》— 供應或獲取,或提出供應或獲取危險藥物而違反法例：HK$100,000

· Cap. 549: 《中醫藥條例》— 1. 供應的中成藥制品沒有根據香港法例註冊; 或 2. 供應該條例中的附表一所列之中藥材：HK $ 20,000

· Cap. 231: 《不良廣告(醫藥)條例》—為產品發布含有該條例中所限制的醫療聲稱字句的廣告：HK $ 20,000

· Cap. 603: 《產品環保責任條例》— 供應的電器產品未備有或商戶沒有遵守經環保署批註的除舊服務方案：HK $ 20,000

· Cap. 598: 《能源效益(產品標籤)條例》— 供應的訂明電器產品未備有有效表列型號的參考編號及／或

· 能源效益標籤：HK $ 20,000

· Cap. 132 及 Cap. 132W: 《公眾衞生及市政條例》及《食物及藥物(成分組合及標籤)規例》— 1. 商戶未有取得及/ 或提供有效的營業牌照; 或2. 供應的預先包裝食品沒有附上符合規例的食物標籤(包括營養標籤) ; 3. 供應的食物的性質、物質或品質方面誤導他人：HK $ 1,000

· Cap. 456: 《消費品安全的相關法例》— 供應的產品上或產品描述中未有附上適當的安全警告字句：HK $ 1,000

· Cap. 424: 《玩具及兒童產品安全條例》— 供應的玩具及兒童產品未符合一般安全規定及附加安全標準：HK $ 1,000

· Cap. 133: 《除害劑條例》— 1. 供應第一部分或第二部分註冊除害劑的商戶未取得或提供有效除害劑牌照; 或2. 供應的除害產品所含有的第一部分註冊除害劑列表中的除害成分的濃度超出列表所示之最高濃度; 或3. 供應的除害產品含有第二部分註冊除害劑列表中所列的除害成分：HK $ 1,000

· Cap. 362: 《商品說明條例》— 1. 供應已應用虛假或具誤導成分的商品說明的貨品; 2. 作出構成餌誘式廣告宣傳的營業行為：HK $ 1,000

· 侵犯版權 — 未經版權擁有者的准許發布其原創作品：HK $ 1,000

· Cap. 390:《淫褻及不雅物品管制條例》—展示不雅事物(包括廣告)：HK $ 1,000

· 違反任何其他適用法律或法規：HK $ 1,000

· 未有遵守ThePlace的指示把相關產品下架(基於收到任何法庭、法院或監管機構就貨品違反法例法規或懷疑違反法例法規而發出的書面諮詢、資料查詢、通知、投訴及警告信、 採取法律行動通知或罰款通知)：HK$ 1,000

注意事項

香港電視購物網絡有限公司在進行下一次產品檢查時，若發現商戶所銷售的貨品再次違反相同條例，其罰

款將以上一次被罰金額雙倍計算。

本公司保留全權自行決定於任何時候就附件三— 罰款作出任何更改，而且不作預先通知。修改後的附件三

— 罰款會在通知商戶後生效，繼續使用香港電視購物網絡有限公司服務及/ 或繼續於 ThePlace 經營業務的商戶應無條件接受更改後的附件三— 罰款。

本附表三（罰款）的中文譯本只供參考。如中文譯本與英文版本有任何歧異或不一致，概以英文版本為準。

最後更新日期: 2024年8月