Shopkyo Limited (“Shopkyo”, “we” and “us”) is the operator of www.spaceship.hk (“Website”, “Spaceship”). The Website is designed to provide assistance to users (“User(s)”, “you”) in creating and managing shipments (“Shipment”). This Website and the offer of our Services (defined below) are offered on the sole condition of your acceptance without modification of any and all the terms, conditions, and notices set forth below (Collectively, the “Terms of Service”). By creating an account on the Website or by using any Services provided by us, you acknowledge that you have read, understood, and agreed to be bound by the Terms of Service and represent that you have read and understood the same.
The Terms of Service represent a legally binding agreement between you (and your client, employer or another entity if you are acting on their behalf) and Spaceship and its direct affiliates or subsidiary, including the various different entities that Spaceship uses to operate locally in different countries.
1. Acceptance of Terms of Service
1.1. If you are entering into these Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Service, in which case the Terms of Service “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms of Service, you shall not accept the Terms of Service on behalf of such entity and you are not authorized to use this Website or the Services.
1.3. You acknowledge and agree that we may change or otherwise modify the Terms of Service in the future, such changes and modifications shall become effective immediately upon posting to the Website. You understand and agree that your continued access or use of this Website after such change or modification constitutes your acceptance of the changed or modified Terms of Service. Spaceship endeavors to provide you with notice of any changes to the Terms of Service, but Spaceship’s failure to do so shall not excuse your obligation to comply with any such modified Terms of Service. You agree to periodically review the most current version of these Terms of Service as posted on the Website.
1.4. You agree and acknowledge that you may be subject to additional terms applicable to certain Services provided by us that may be attached to such Services from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
1.5. In the event that you commit any breach or violation of any terms and conditions under our Terms of Service, we shall be entitled to immediately terminate our Services, suspend your Spaceship account, and/or may take other legal action at our disposal.
The usage of any services not provided by us directly (including, without limitation, warehousing services) requires you to enter into a separate legally binding service agreement with a third-party service provider. You acknowledge and agree that we do not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers with whom you or any of your affiliates may contract, regardless of the purpose.
2. Description of Services
2.1. For the purpose of these Terms of Service, “Services” shall include (a) the account services of the Website, (b) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”), and (c) Shipment services. Any new feature added to, or augmenting the Services, is also subject to these Terms of Service.
3. Prohibited Products
3.1. The following are the types of products that, for everyone’s safety, you are prohibited to ship through Spaceship:
- Any product related to illegal activities or which is prohibited by law in the place of origin, the destination, or any sites through which such product travel.
- Any product requiring specific licenses to store or distribute. Examples of products with distribution and licensing requirements may include, but are not limited to:
- Live plants and animals;
- Alcoholic beverages;
- Ammunition & firearms;
- Firearms and any kind of weapon;
- Prescription pharmaceuticals or other dangerous drugs;
- Explosive or hazardous products;
- Unique or one-of-a-kind materials; and
- Precious metals in the forms of bullion or reserves.
3.2 Spaceship shall not be liable for any loss, damage, destruction of such prohibited product.
4. General Conditions/ Access and Use of the Services
4.1. Subject to the terms and conditions of these Terms of Service, you may access and use the Services only for lawful purposes. All rights, titles and interests in and to the Services and its components will remain with and belong exclusively to Spaceship. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise make the Services available to any third party, without written consent of Spaceship; (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components or otherwise violates our Terms of Service, or (c) modify, adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Spaceship provides you or publishes in connection with the Services, and you shall promptly notify Spaceship if you learn of a security breach related to the Services.
4.2 You may not tender for shipment any of the prohibited items listed under the Clause 3.1. You grant Spaceship, and any authorized third parties the right to inspect your Shipment at any time. We reserve the right to reject or suspend the carriage of any item.
4.3. You will not use the Services to (or assist another person to):
- upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vi) in the sole judgment of Spaceship, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Spaceship or its users to any harm or liability of any type;
- interfere with or disrupt the Services or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.
4.5. You understand that the operation of the Services, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Spaceship’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Spaceship will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
4.6. You shall be responsible for obtaining and maintaining any equipment and ancillary Services needed to connect to, access or otherwise use the Services, including, without limitation, browsers, modems, hardware, servers, software, operating system, networking, web servers and internet Services (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Spaceship’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
4.7. The failure of Spaceship to exercise or enforce any right or provision of these Terms of Service shall not be a waiver of that right. You acknowledge that these Terms of Service of Services form is a contract between you and Spaceship, even though it is electronic and is not physically signed by you and Spaceship, and it governs your use of the Services and takes the place of any prior agreements between you and Spaceship.
4.8. Subject to the Terms of Service hereof, Spaceship may (but has no obligation to) provide technical support Services, through email in accordance with our standard practice. Spaceship might use the consignee’s personal information to send them updates about their packages, gain consignee feedback, and in general any time Spaceship consider it needed to carry on its Services.
4.9. In the event that you wish to change any information regarding the Shipment, such as address, items included or other matters, you shall notify Spaceship customer service at firstname.lastname@example.org. In the event that the Shipment has already been handled over to any shipping company, courier, or mail service (“Courier”), such changes may not become effective, or the Courier may ask a fee to validate the change.
4.10. In the event that a Shipment is recalled and the Courier does not provide the returned delivery to the sender address, the Shipment will be returned to Spaceship. You may choose to collect the Shipment, at your own expenses, at a designated location provided by Spaceship, or pay a return shipping fee in the amount of HK$ 50 per Shipment, and Spaceship will ship it to your sender address. The Shipment will only be delivered to a local sender address. If you don’t collect the Shipment within thirty (30) days from the date the Shipment is returned to Spaceship, Spaceship will ship it to your sender address and deduct the return shipping fee to your account.
5.1. In order to create an account with Spaceship, you agree that you will provide accurate information to the best of your knowledge and belief (“Registration Information”) and will promptly update such Registration Information as necessary. Access to, and use of, the Spaceship account is restricted to authorized users only.
5.2. You agree not to share your password(s), account information, or account access information to any third party. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur under your password(s) or account(s) or as a result of your access to the account(s). You agree to notify Spaceship immediately of any unauthorized use of your account. Spaceship shall not be liable for any unauthorized use of your account.
5.3. You may invite other users to share your account (“Invited Member”). However, you shall be responsible for the actions and activities by such Invited Member on your Spaceship account.
You must provide complete and accurate payment information. Payment for Spaceship’s Services shall be made by any of the accepted payment methods as set out on the Website.
6.2. Shipping Fees
A shipping fee will be charged for each Shipment, of which shall include all costs related to the Shipment, quoted by Spaceship (“Shipping Fee”). Shipping Fee shall include: shipping cost, fuel surcharge, insurance fee, import tax, import duty, remote area surcharge, courier tax handling fees, pick-up fees, and any other amount related to the activity of shipping through Spaceship. You acknowledge and agree that the Shipping Fee do not include any additional fees arising out of separate agreements with third-party service providers.
Quotations for Shipping Fees by Spaceship are based on the information provided by you, including but not limited to sender’s address, receiver’s address, weight, dimensions, and value of the items. In the event that there is a discrepancy between the Shipping Fees charged by Spaceship and the costs for the Shipment incurred by Spaceship due to incorrect information that you provided, such as incorrect weight, dimensions, value of the item(s), addresses, or any other information critical to estimate the shipping cost, you will be responsible for such discrepancy amount. Spaceship specifically disclaims any liability for any Shipping Fees errors due to inaccurate or incomplete information. Spaceship is not responsible for any changes or alteration of the Shipping Fees. Spaceship agrees to make reasonable efforts to bill such discrepancy amount to your account in a timely manner but Spaceship makes no representations or warranties regarding the amount of time needed to complete processing.
6.4. Currency Fluctuations
Spaceship reserves the right to adjust its pricing in response to currency fluctuations, including but not limited to, currency conversion rate changes, conversion fee changes, and/or discount rate changes.
6.5. Shipping Fee Disputes
In the event that you disagree with any Shipping Fees charged to your account, you shall submit such complaint to Spaceship within thirty (30) days of the fee being charged (“Dispute Period”). Spaceship will not review customer requests for Shipping Fee adjustments that are received after the Dispute Period.
You acknowledge and agree that all fees, charges and any other rates or amounts charged by Spaceship to you hereunder are exclusive of any applicable value added, sales/use or goods and Services’ taxes (“Transaction Taxes”) which may be levied in connection with the supply by Spaceship of the Services to you. Where applicable, you shall be responsible to pay all Transaction Taxes arising in respect of the Shipping Fees or other amounts charged by Spaceship to you.
Users who incorrectly declare the commodity type and/or value of their shipment(s) may be charged a penalty of US$100 or the difference between the declared value and the transactional value, which ever is higher.
6.7. Shipping Fee Refund
Users may cancel any available and unused label and request for a refund accordingly prior to a Shipment being processed. Spaceship will refund the Shipping Fee to the User within twenty one days from the date the User requests for such cancellation. In event that the Shipment has already been processed and sent over to the courier, such Shipment may not be cancelled and the User shall be liable for the full Shipment Fee and any other related fees thereof.
7. Intellectual Property
7.1. Spaceship Property
For purposes of this Agreement, “Spaceship Property” shall mean (a) Spaceship’s methodology for the provision of Services; (b) the Developer Tools; and (c) Spaceship’s ideas, websites, designs, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products and materials. Spaceship hereby retains all worldwide right, title and interest in and to the Spaceship Property. Any rights not expressly granted herein to the Spaceship Property shall be retained by Spaceship. You acknowledge that all right, title and interest to the Spaceship Property is owned by Spaceship.
7.2. Additional Restrictions
Other than as permitted herein, you shall not (and you shall not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Spaceship Property, or otherwise attempt to discern the functioning or operation of the Website or Services; or copy, rent, lease, distribute, or otherwise transfer any or the rights that you receive hereunder. For clarification purposes, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Spaceship and you shall not copy, imitate, or use them without our express prior written consent. You may use HTML logos provided by Spaceship through our merchant Services, auction tools features or affiliate programs without prior written consent solely for the purpose of directing web traffic to Spaceship.hk. You shall not alter, modify or change such HTML logos in any way, use them in a manner that is disparaging or otherwise adverse to Spaceship or the Services, or display them in any manner that implies Spaceship’s sponsorship or endorsement. You shall not (and you shall not permit others on your behalf to): (i) use any robot, spider, scraper or other automated means to access the Spaceship Website or Services for any purpose without Spaceship’s express written permission, (ii) interfere or attempt to interfere with the proper working of our Website or any activities conducted on the Website, or (iii) bypass any measures Spaceship may use to prevent or restrict access to the Spaceship Website or the Services.
7.3. Client Property
All materials provided by you under any shall be deemed “Client Property” for purposes of the Agreement. You hereby grant to Spaceship a non-exclusive license to the Client Property solely as needed to provide the Services. No other licenses, express or implied, under any intellectual property rights are granted by you to Spaceship under these Terms of Service.
8. Confidential Information
Each party (“Recipient”) acknowledges that it may receive Confidential Information as defined herein. For purposes of these Terms of Service and subject to the exclusions set forth below, Confidential Information means any information provided to it by the other party (“Discloser”) that is marked, labelled or otherwise designated as confidential or proprietary, or that Recipient knew, or should have known, was confidential due to the circumstances surrounding the disclosure.
Information that is subject to one of the exclusions below shall not be Confidential Information. The exclusions include the following: (a) Non-transactional Confidential Information (as defined below), (b) information publicly known at the time of disclosure, (c) information received by Recipient without restriction from a third party, (d) information published or otherwise made known to the public by Discloser, (e) information that was generated independently without reference to the Discloser’s Confidential Information, or (f) information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation or statute, provided that Recipient provide Discloser with prior written notice of such disclosure, (as permitted by law) and the timing for response set forth in the request.
8.3. Non-transactional Confidential Information
Other than transaction information absolutely required for Spaceship to provide, or for you to use the Services, Spaceship does not require nor desire any of your proprietary information (“Non-transactional Confidential Information”). You agree not to provide Spaceship with any Non-transactional Confidential Information, including, but not limited to, prototypes of new products, without Spaceship’s express prior written consent. In the event that you send such Non-transactional Confidential Information to Spaceship without Spaceship’s prior written consent, then Spaceship shall not be obligated to treat such information as Confidential Information.
8.4. Standard of Care
Recipient shall not use the Confidential Information for any purpose other than as required by these Terms of Service. Recipient shall not disclose the Confidential Information to any third party, other than as required to perform the Services. Recipient shall use at least the same standard of care with the Discloser’s Confidential Information as it does with its own Confidential Information, but in no event with less than reasonable care. Each party acknowledges that breach of this provision would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.
8.5. Return or Destruction
Other than transactional information that is retained in the ordinary course of Spaceship’s business, each party shall either promptly return all Confidential Information, or confirm that such Confidential Information has been destroyed promptly after receipt of written request from the other party.
8.6. Aggregate Use
Subject to the Terms of Service herein, you hereby acknowledge and agree that Spaceship may compile aggregate results from all of, or a selection of your use of the Services, provided that Spaceship shall not disclose any information that would individually identify you (“Aggregate Information”). Such Aggregate Information shall be deemed to be Spaceship’s Confidential Information. You also hereby agree that Spaceship may review and use your individual use of the Services in order to provide Services to you, to evaluate Spaceship’s provision of the Services, and to improve Spaceship’s Services offerings.
9.1. You agree to indemnify and to hold harmless Spaceship, our officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of your use of the Services and/or your violation of the Terms of Service. Upon requesting for our Service, you agree to indemnify and hold harmless Spaceship from any and all claims for transportation, storage, handling and other charges relating to the goods in respect of the Shipment, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature, whether or not Spaceship accepts such order.
10.1. As Is
Spaceship endeavors to provide the Services in accordance with these Terms of Service. Users acknowledge that the Services and the Website are provided on an “as is” and “as available” basis. Spaceship and Spaceship’s suppliers expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement for the services, the Website and any third party services. The use of the Services, Website, or third party services shall be at your own risk.
10.2. No Continuous Access
Spaceship does not guarantee continuous, uninterrupted or secure access to the Services. Operation of the Services may be interfered with by numerous factors outside of our control. Spaceship will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but Spaceship makes no representations or warranties regarding the amount of time needed to complete processing because our Services are dependent upon many factors outside of our control, such as delays caused by third parties. Spaceship is not liable for any direct, indirect, incidental damage, loss of profit, goodwill, use, or data resulting from our inability to provide the Service. We reserve the sole right to discontinue the Website and our Services, including any of the Website’s features, at any time with or without notice to you.
You understand that Spaceship does not inspect your goods nor does Spaceship take any responsibility for the business decisions that you make and implement through the Services. You acknowledge that Spaceship is not the Merchant of Record, nor the Importer of Record, and nor the owner of any product shipped by you through Spaceship.
11. Limitation of Liability
11.1. Third-Party Liability
By accepting the Terms of Service, you acknowledge and agree that we do not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers with whom you or any of your affiliates may contract, regardless of the purpose.
11.2. Waiver of Consequential Damages and Limitation of Liability
In no event shall Spaceship be liable for any indirect, incidental, special or consequential damages, or damages for loss or damage of Shipments, loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, the Website, any content, or any third party websites and content. Other than as set forth below, in no event shall Spaceship’s liability under this agreement exceed the monies paid or payable by you to Spaceship for the applicable services excluding carrier fees or other third party fees (“damages cap”). In the event of an unauthorized transaction by a Spaceship employee or agent, Spaceship is only liable for the damages cap. Spaceship must be notified within five (5) days after any unauthorized transaction or you acknowledge to waive all damages from Spaceship.
11.3. Declaration and Accurate Information
You are responsible to provide complete and accurate information in respect of the Shipment, including but not limited to the item category and item value of the Shipment. You shall be responsible for any error, damage, expense or consequence resulting from wrong or incomplete information provided to us. You shall further indemnify Spaceship for and hold Spaceship harmless from any loss or expense resulting as a consequence of the wrong information provided by you. Spaceship shall not be responsible for losses or damages in the event that any item contained in the Shipment is wrongfully declared. Moreover, Spaceship is in no way responsible for any damages, losses due to custom practice. Spaceship shall not be liable for the accuracy and truthfulness of the information provided by you.
Spaceship shall not be liable for any loss, delay, or damage of items shipped, while in the hands of a local custom. In addition, Spaceship shall not be held responsible in the event that the local custom confiscates, holds, or denies release of the Shipment to the receiver.
11.6. Service provided by Courier
Spaceship is a technology platform that connect shippers and couriers. In no circumstances that Spaceship will be liable for any Services provided by any Courier. Spaceship is not liable for any damage, destruction, or loss of Shipment, late delivery, and issues with the tracking, by the Courier. Spaceship is not liable for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers (including, without limitation, any delay, wrong, or missed pickup by the Courier). Also if you buy a shipping label from a Courier that does not provide any pickup service, you agree to be responsible to deliver the Shipment to the designated drop-off point. Spaceship is not liable for the delivery time information shown on the Website. Spaceship is not responsible for any delayed delivery.
Further to the above, Spaceship connects warehouse service providers with potential clients. You acknowledge and agree that we do not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers with whom you or any of your affiliates may contract, regardless of the purpose.
Spaceship is not liable for any fees, expenses, resulting as a consequence of a change of information from your side (for example change of address, order cancellation, or order call-back), after a Shipment has been confirmed and paid for on Spaceship. Spaceship is not liable for any delay in the generation of shipping documents.
You may purchase an insurance coverage for your Shipments through Spaceship. All rules, terms and policies related to shipping insurance offered through the Site shall be governed by the Insurance Terms and Conditions
13.1. You have the right to terminate your account at any time by sending a cancellation request to email@example.com. Subject to earlier termination as provided below, Spaceship may terminate your account and these Terms of Service at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies we may have, Spaceship may also terminate these Terms of Service upon thirty (30) days’ notice (or ten (10) days in the case of non-payment), if you breach any of the Terms of Service or conditions of these Terms of Service. Also, Spaceship reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). Except as provided above, upon any termination of your account, Spaceship may store all of Your Content on the Services (if any), or it may be permanently deleted by Spaceship, in its sole discretion.
Please note, while disagreements sometimes arise, Spaceship wants to address any complaint with the Services in a proactive manner. Please log a support case for resolution, you can send an email to firstname.lastname@example.org. If you feel an escalation is merited, please email email@example.com regarding your unresolved case and your concern. For purposes of clarity, this does not waive the notice requirement set forth below.
15. Governing Law and Venue
These Terms of Service shall be governed by the law of the Hong Kong Special Administrative Region of the People’s Republic of China. By using our Services, you agree to submit to the exclusive jurisdiction of the Hong Kong Court.
16. General Provisions
If any provision of these Terms of Service is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make such provision valid and enforceable and the remaining provisions of these Terms of Service shall remain in effect and enforceable in accordance with their Terms of Service.
16.2. No Waiver
Failure or delay of Spaceship to exercise a right or power under these Terms of Service shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
16.3. Notices to You
You agree that Spaceship may provide notice to you by posting it on our Website, emailing it to the email address listed in your account, showing a notification when you login to your account, or mailing it to the street address listed in your account. Such notice shall be considered to be received, read and understood by you within 24 hours of the time it is posted to our Website or emailed to the email address listed in your account. If the notice is sent by mail, we will consider it to have been read and understood by you within 24 hours of the time it is delivered. Spaceship reserves the right to terminate your account if you withdraw your consent to receive electronic communications.
You may not transfer or assign any rights or obligations you have under this Agreement without Spaceship’s prior written consent and any attempted assignment without that consent will be void. Spaceship reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Subject to the foregoing provisions of this Section, these Terms of Service shall be binding on and inure to the benefit of the parties’ successors and assigns.
16.5. Attorneys’ Fees and Costs
Spaceship shall have the right to collect from you its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing these Terms of Service.
16.6. Force Majeure
Spaceship shall not be liable for any delays or inability to perform the Services caused by forces beyond Spaceship’s control including, without limitation, acts of God or acts of third party Service providers including but not limited to carriers and postage systems. When goods are ordered out, in the case of acts of God, war, terrorism, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, or any reason beyond Spaceship’s control, or because of loss or destruction of goods for which Spaceship is not liable, or because of any other excuse provided by law, Spaceship shall not be liable for failure to carry out such instructions.