Declaration and Authorization

Declaration and Authorization 

This declaration and authorization (the “Declaration and Authorization”) is made by you to World First Asia Limited (“WorldFirst”), authorizing WorldFirst to operate your account opened with WorldFirst in accordance with the following provisions. This Declaration and Authorization is in both Chinese and English. In the event of any inconsistency, the Chinese original version shall prevail and therefore be the binding version. The English version is a translation for information purpose only. Definitions of the specific words and expressions used in this Declaration and Authorization are set out in the section of “Definition” below and should be referred to when reading this Declaration and Authorization.

For your own benefit and protection, you should read the terms and conditions of this Declaration and Authorization carefully before you agree to those terms and conditions. If you have any query about the terms and conditions of this Declaration and Authorization or the webpage prompt message, please do not proceed.

WHEREAS:

1. You have entered into the WorldFirst Terms and Conditions (the “Terms and Conditions”) and opened the collection account (the “Sub-Account”) with WorldFirst as designated by you on the authorization web interface.
2. You authorize WorldFirst to transfer funds credited to the Sub-Account, at any moment or time, on a regular or ad hoc basis, to the third-party account specified on the authorization web interface (the “Linked Account”).
3. You authorize the third party specified on the authorization web interface (the “Linked Party”) to operate the Sub-Account, including but not limited to transferring funds in the Sub-Account to the Linked Account.

(A) Definition

(B) Representations and Warranties

1. You hereby represent and warrant that:

1. you have the legal capacity and full power and authority to enter into, exercise your rights and perform and comply with your obligations under this Declaration and Authorization, and this Declaration and Authorization constitutes valid and binding obligations on and against you in accordance with its terms;
2. you hold all authorizations, consents, exemptions and licenses required to be held under any law, rule or regulation governing your activities pursuant to this Declaration and Authorization; and
3. you shall fully comply with all applicable laws and regulations, as well as the rules and guidelines issued by the relevant government authorities for the enforcement thereof.

2. You hereby warrant that if the information provided to WorldFirst includes any information of a third party (including but not limited to your subsidiaries, affiliates, successors and/or assignees, as well as where relevant your company’s officers, directors, employees and agents), such third party should have been made aware of the scope of information being disclosed and the purpose of the disclosure (information can be found in the WorldFirst Privacy Policy); and you further warrant that such third party’s consent has been obtained to allow the use of its information according to this Declaration and Authorization and that all information provided is true, accurate and valid.
3. You, the Sub-Account holder, are an employee, husband/wife, son/daughter, relative or friend of the Linked Party.

(C) Acknowledgement and Agreement

You hereby acknowledge and agree that:

1. This Declaration and Authorization is a supplement to the Terms and Conditions. Except for the matters set forth herein, all matters relating to your account with WorldFirst shall be governed by the Terms and Conditions;
2. WorldFirst shall not assume any obligation or liability with respect to the relationship between you and the Linked Party; disputes arising between you and the Linked Party shall be resolved by you and the Linked Party;
   
3. Given that the Linked Account and the Sub-Account are associated, if WorldFirst decides to freeze the Linked Account/Sub-Account, or restrict the use of the Linked Account/Sub-Account, due to suspected fraud or violation of any other law or regulation in related to either of the Linked Account or the Sub-Account ; or as a result of WorldFirst’s compliance obligations, the other account will also be subject to the same restrictions, including but not limited to account freeze, restriction on the use of the account and refund of the funds in the account;
4. In order to comply with WorldFirst’s compliance obligations, you will cooperate (and ensure that the Linked Party will cooperate) with WorldFirst in its investigation of the Linked Account and the Sub-Account, including but not limited to, providing WorldFirst with any information and documents requested by WorldFirst. You understand that if you or the Linked Party fail(s) to provide the required documentation for WorldFirst’s review within the time limit specified by WorldFirst, the use of both the Sub-Account and the Linked Account may be suspended or restricted; and
   
5. WorldFirst’s aggregate liability to you whether arising under contract, tort (including negligence) or any other ground shall be limited to USD 100,000; and WorldFirst will not be liable to you for loss of profits, indirect, special, consequential, exemplary, incidental, or punitive damages.
   

(D) Authorization

1. You hereby consent and authorize:

1. WorldFirst to share the information on you, the Sub-Account, the stores connected with the Sub-Account and the Transactional Information with the Linked Party as instructed by the Linked Party;
2. WorldFirst to transfer funds from the Sub-Account to the Linked Account at any moment or time. WorldFirst shall not be liable for any incorrectly executed transfer of funds from the Sub-Account caused by erroneous information provided by you, nor shall WorldFirst be liable for any loss or any other relevant legal liabilities incurred by you as a result thereof; and
3. WorldFirst to operate the Sub-Account as instructed by the Linked Party, including but not limited to transferring funds from the Sub-Account to the Linked Account; WorldFirst will only review the instructions made by the Linked Party as a formality. WorldFirst will not be liable for any incorrect Sub-Account operation (including but not limited to transfer of funds) caused by erroneous instruction or information made or provided by the Linked Party, nor shall WorldFirst be liable for any loss or any other relevant legal liabilities incurred by you as a result thereof.

2. You hereby confirm and agree that WorldFirst is not required to make any undertaking on the timeliness and validity of the above transfer of funds or any relevant account operations, nor shall WorldFirst assume any legal liabilities with respect to the timeliness of the above transfer of funds or relevant account operations, whether the relevant account operations are successful or whether they are in line with your business intention, needs or the like.

(E) Undertaking

You hereby undertake that you will indemnify and hold WorldFirst harmless from and against all actions, claims, demands, liabilities, obligations, losses, costs (including, but not limited to legal fees, expenses and penalties) and interest suffered, incurred or sustained by or threatened against WorldFirst arising out of or in connection with this Declaration and Authorization or any gross negligence, willful misconduct, fraud or dishonesty by you or any of your employees, agents or affiliates.

(F) Governing Law

1. This Declaration and Authorization and any claims arising out of or in connection with it shall be governed by and construed in accordance with the laws of Hong Kong without regard to its principles of conflict of laws.
2. Any dispute, controversy or claim arising out of, or relating to this Declaration and Authorization, including the existence, interpretation, validity, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration (as defined therein) is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1) . The arbitration proceedings shall be conducted in English.

 (G) Miscellaneous

1. This Declaration and Authorization will come into effect from the date that you click the button “I/We Confirm” or a similar button, until the expiration or termination of the WorldFirst Services in respect of the Sub-Account or the Linked Account (including closure thereof) or you otherwise have withdrawn this Declaration and Authorization in writing.
2. No amendment, variation or modification to this Declaration and Authorization shall be effective unless in writing.