- These ASTRI Terms and Conditions for the Smart Mobility Technology (C-V2X) Alliance (“SMTA”) offered by Hong Kong Applied Science and Technology Research Institute Company Limited (“ASTRI”).
- With regard to the SMTA offered by ASTRI (“Alliance”), the Application Form for Membership of the Alliance and these terms and conditions shall constitute a binding agreement between the member of the Alliance (“Member”) and ASTRI with regard to such Alliance (the “Agreement”). By submitting the Application Form and/or making the payment for the membership fee (if any), the Member acknowledges and agrees that you have read and accepted the terms of the Agreement. If the Member is under Organisation Membership, the Member further acknowledges and agrees that you have obtained authorisation to submit the application for the membership of the Alliance and your company/organisation has read and accepted the terms of the Agreement. For Organisation Membership, your company/organisation will be listed in the Member Directory of the Alliance.
- The Member’s membership for the Alliance will be subject to your submission of the duly completed Application Form and the payment of the membership fee in full (if any). ASTRI will review the application for the membership and reserves the rights to refuse any application for the membership. If your application is successful, a confirmation email will be sent to you. If your application is not successful, ASTRI will contact you and the membership fee (if any) will be refunded to you deducted by all relevant charges from the relevant financial institutions/payment service providers.
- The expiry date of your membership* for the Alliance is stated in the applicable Application Form. Regardless of the start date of your membership, there shall be no refund of the Membership Fee paid, and no pro-rata of Membership Fee collection or refund is applicable.
- The membership benefits of the Alliance are set out in the relevant Membership Scheme, which is available on ASTRI’s website. ASTRI reserves the rights to amend the Membership Scheme without advance notice.
- For the Alliance, ASTRI will issue newsletters from time to time. ASTRI will also organize and provide a variety of online and/or offline activities, including seminars, forums, workshops, meetings, etc. The Newsletters and any information and materials as presented or provided in the Alliance’s operation and activities, irrespective of media (collectively, the “Materials”) are provided by ASTRI and relevant contributors on an “as is” basis without warranties and representations of any kind whatsoever. All warranties and representations relating to the Materials are expressly excluded to the fullest extent permissible by law. ASTRI expressly disclaims any and all liabilities relating to the Materials. The Member agrees that you will not hold ASTRI and the relevant contributors of the Materials to be liable for the Materials.
- ASTRI and the relevant contributors of the Materials shall remain as the owner(s) of the Materials (including the intellectual property rights subsisting therein). The Materials are provided to the Member only for private use and reference, and you may draw attention of others of your organisation/company to the Materials. Except for the foregoing limited use, no right or license of whatever nature is granted to the Member to the Materials or any part thereof. For the avoidance of doubt, the Member is prohibited from distributing the Materials or any part thereof to others. If the Member wishes to use any Materials (or any information, data or materials contained in the Materials), the Member shall obtain separate license or consent from ASTRI and/or the relevant contributor(s).
- If you submit any Materials for the inclusion in the Alliance’s newsletters, activities or other purpose, you expressly authorise ASTRI to use the Materials for such intended purposes. You further warrant that the Materials shall not infringe any copyright, patents or other intellectual property rights of any third parties and that the Materials shall comply with any applicable laws and regulations.
- For the Alliance’s activities, the Member may be required to register in advance. The Member will agree to abide by the rules and terms concerning those Alliance’s activities. In participating in Alliance’s activities, the Member undertakes that you shall comply with any applicable laws and regulations.
- The Member shall participate in any activities of the Alliance at your own cost and expense.
- The Membership Fee is net of all applicable taxes, duties, levies and bank charges which are to be borne by the Member.
- In relation to the Membership Fee received by ASTRI, ASTRI shall only be responsible for paying the profits tax imposed on it (if applicable) by the Inland Revenue Department of Hong Kong.
- Subject to Clause (i), the Member shall be responsible for paying all taxes, duties and levies imposed by the government authorities of the PRC (including Hong Kong) and other countries or regions on the Member and/or ASTRI (which include custom duty, sales tax, consumption tax, stamp duty, income tax, withholding tax and value-added tax) arising out of or relating to the transactions or payments under this Agreement (collectively, the “Taxes”). The Member shall bear and pay any Taxes for the Membership Fee under all applicable laws and regulations in accordance with this Agreement. The Member shall be responsible for completing the necessary registration and filing with the relevant authorities for this Agreement under the prevailing tax, foreign exchange and any other relevant laws and regulations.
- The Member shall ensure its full compliance with any prevailing tax laws and regulations and/or foreign exchange laws and regulations in making payment to ASTRI under this Agreement. ASTRI shall have the right to claim for all losses and damages from the Member for any loss or damage suffered by ASTRI as a result of the Member’s non-compliance with such tax laws and/or foreign exchange laws. The Member shall provide ASTRI with the tax return and tax payment certificate (if applicable) upon the completion of the tax filing.
- The Member may terminate your membership and this Agreement at any time by giving ASTRI written notice of immediate termination. However, there will be no refund of any Membership Fee paid.
- ASTRI may terminate your membership and this Agreement by giving the Member written notice of immediate termination in any of the following circumstances: (a) it is in ASTRI’s reasonable opinion that the Member may have been in breach of this Agreement and has failed to remedy the breach within thirty (30) days after ASTRI issues written notification to the Member specifying the breach; (b) the Member is in bankruptcy, insolvent, or otherwise unable to pay its debt due; (c) the Member shall cease to carry on business. If your membership and this Agreement is terminated under this clause, there will be no refund of any Membership Fee paid.
- To the maximum extent permissible by law, ASTRI shall not be liable to the Member for any indirect, special, consequential, punitive or exemplary loss or damage arising out of or relating to this Agreement whatsoever. To the maximum extent permissible by law, the aggregate liability of ASTRI arising out of or relating to this Agreement and the Alliance’s activities (whether in contract, tort (including negligence), strict liability, at law, in equity or otherwise) to the Member, shall not exceed the total amount of the Membership Fee received by ASTRI from the Member during the membership period when the events giving rise to such liabilities occur. Further, the Member shall not hold ASTRI liable and, ASTRI shall have no liability, for any Materials, activities, conduct, omission or negligence of any other members of the Alliance and/or other participants of the Alliance’s activities.
- The membership is personal to the Member and shall not be transferrable. In case of Organisation Membership, the Member may appoint a substitute member within the same company/organisation as the replacement, provided that the substitute member shall agree to accept the terms of the Agreement. The Member shall provide the information about the substitute member as may be reasonably required by ASTRI. Upon confirmation by ASTRI, the substitute member shall replace the original member as the Member for the remaining period of the Member’s membership.
- This Agreement will be governed and construed in accordance with the laws of Hong Kong and the parties shall submit to the exclusive jurisdiction of the courts of Hong Kong.
- In case of conflicts in the terms of the English version and Chinese version of this Agreement, the terms of the English version shall prevail.
*The expiry date of the membership only applies to premium member (i.e., upgraded member).