Terms of Use
About Open Beauty and Acceptance
OPENBEAUTY LIMITED (“Open Beauty”, “we”, “us” or “our”) owns and operates the Open Beauty website, mobile application and associated services, collectively referred to as the “Platform”. These Terms of Use (“Terms”) govern access to and use of the Platform by visitors and registered members, collectively referred to as “Users”.
By accessing, registering for or using the Platform, a User confirms that the User has read, understood and agrees to be bound by these Terms, the Privacy Policy, the Copyright Policy, the Merchant Terms (where applicable), and any specific terms displayed for a particular function, promotion or service. If a User does not agree, the User must not access or use the relevant part of the Platform.
A User must have legal capacity to enter into a binding agreement. Where a person uses the Platform for or on behalf of another person or organisation, that person confirms having authority to do so.
Merchants that use the Open Beauty merchant application, merchant portal or other Merchant Services are additionally subject to the Merchant Terms and related service orders. If specific terms conflict with these Terms, the specific terms prevail only for the relevant function or service.
Nature of the Platform and Services
Open Beauty is a digital platform intended to help Users discover and compare beauty-related Merchants, products, services, campaigns and offers, save selected Merchants or content, and submit or manage appointment requests where those functions are available.
Open Beauty provides information and technology functions. Unless expressly stated otherwise, Open Beauty does not itself provide, perform, supervise or control any beauty, wellness, healthcare or medical product, treatment or service and is not the agent, partner or representative of a Merchant.
Merchant information is primarily supplied or approved by Merchants. Open Beauty may review, verify, classify, translate, reformat, correct presentation, restrict or remove information for Platform operation, legal compliance or User protection, but does not guarantee that Merchant information is complete, current or suitable for a particular User.
Open Beauty may add, modify, suspend or discontinue Platform functions. Where a material change affects an existing paid or confirmed service, any specific applicable terms and mandatory legal rights remain unaffected.
Member Accounts
Certain functions require registration. A User must provide accurate, complete and current registration information and update it when it changes. Open Beauty may request verification reasonably required to protect accounts, Users or the Platform.
A member must keep login credentials and verification codes confidential, must not sell, transfer or share an account and is responsible for activities carried out through the account unless caused solely by Open Beauty’s proven fault. The member must promptly notify Open Beauty of suspected unauthorised access or a security incident.
Open Beauty may refuse registration, require re-verification, restrict functions or suspend an account where information cannot be verified, appears misleading, or presents a legal, fraud, security or abuse risk.
Where account deletion is available, a member may request deletion through the displayed process. Deletion and retention of account-related personal data are handled in accordance with the Privacy Policy and applicable law.
Bookings and Merchant Services
A booking submitted through the Platform is a request to the selected Merchant and is not confirmed until the Merchant accepts or confirms it through the applicable process. The Merchant is responsible for service availability, acceptance, rejection, rescheduling, cancellation, attendance arrangements and service delivery.
Users must provide accurate booking information and review the Merchant’s service scope, price, location, eligibility, cancellation, rescheduling, late-arrival, no-show, deposit and refund conditions before confirmation. Specific Merchant conditions apply to the relationship between the User and the Merchant to the extent they are disclosed before confirmation and comply with law.
A User must promptly notify the Merchant of a requested change or cancellation. A Merchant may refuse a request or apply disclosed restrictions where a User does not attend or repeatedly misuses booking functions. Open Beauty may facilitate communications but does not guarantee Merchant availability, User attendance, service completion or resolution of a dispute.
Unless expressly stated under separate payment terms, the Platform facilitates appointment requests and does not itself process a sale or order. Any payment, deposit, refund or settlement feature applies only where separately activated and governed by the terms displayed for that feature.
Prices, Promotions and Sponsored Placement
Prices, original prices, discounts, trial offers, campaign terms and other Merchant promotions are supplied or approved by Merchants. Users should review availability periods, eligibility, redemption conditions, exclusions, capacity limits and additional charges before making a booking or accepting an offer.
Open Beauty may provide Platform promotions, welcome offers, coupons or campaign benefits subject to separately displayed terms. Unless those terms state otherwise, promotional benefits are personal, non-transferable, not exchangeable for cash and subject to availability.
The order, ranking and visibility of Merchants, services and content may be determined according to relevance, completeness, popularity, User interaction, location, campaign participation, promotional arrangements and proprietary methods. Paid, sponsored or featured placements may affect visibility and may be identified by labels such as “Sponsored”, “Featured” or equivalent wording.
Open Beauty does not guarantee that a promotion will remain available or that a Merchant will achieve a particular ranking, exposure, enquiry volume, booking volume or commercial result.
Where the Platform permits a User to submit photographs, videos, comments, feedback, enquiries or other content, the User remains responsible for that content and must ensure that it is lawful, accurate where presented as fact, and does not infringe intellectual property, privacy, confidentiality, image or other rights.
Open Beauty may review, reformat, translate, restrict, hide, disable access to or remove submitted content where reasonably necessary for Platform operation, legal compliance, User protection or enforcement of these Terms. Open Beauty is not required to publish or retain submitted content.
Ownership and licensing of submitted content, copyright complaints, objections and repeat-infringer measures are governed by the Copyright Policy. Personal data within submitted content is handled under the Privacy Policy.
A User must not submit identification documents, financial information, health information or other sensitive personal data through a public-facing content field unless Open Beauty expressly requests that information through a secure and appropriate process.
User Conduct
Users must use the Platform lawfully and respectfully. A User must not provide false information, impersonate another person, create accounts for fraud or abuse, interfere with another User or Merchant, misuse booking functions, circumvent restrictions, send unauthorised communications or engage in conduct that may harm the Platform or another person.
Users must not upload, transmit or distribute malware, attempt unauthorised access, test or exploit vulnerabilities without written permission, interfere with servers or networks, scrape or extract data, reverse engineer protected elements, or use automated means to create accounts or interact with the Platform.
Users must not use personal data obtained through the Platform for an unrelated purpose, direct marketing, harassment, profiling, resale or disclosure to another person. Personal data must be handled in accordance with the Privacy Policy and applicable law.
Users must not use the Platform to offer, request or promote unlawful, unsafe, fraudulent or prohibited goods or services. Open Beauty may investigate suspected misconduct and preserve or disclose records where permitted or required by law.
Content Submitted by Users
Except for User Content, Merchant Content and third-party material, all intellectual property rights in the Platform and its software, systems, databases, selection and arrangement, interfaces, designs, trademarks, logos, text, graphics and other content belong to Open Beauty or its licensors.
Subject to these Terms, Open Beauty grants Users a limited, revocable, non-exclusive and non-transferable permission to access and use the Platform for lawful personal and non-commercial purposes.
Without prior written permission, Users must not copy, reproduce, adapt, translate, distribute, publish, sell, license, reverse engineer, scrape, frame or commercially exploit the Platform or protected content. Any applicable statutory copyright exception remains unaffected.
Further provisions concerning ownership, content licences, prohibited use and infringement notices are set out in the Copyright Policy.
Open Beauty may create, analyse, use, retain and commercialise aggregated, statistical, anonymised or de-identified information in accordance with the Privacy Policy. Such information may be used for analytics, benchmarking, market research, business insights, product development, Platform optimisation and other lawful purposes. Nothing in these Terms limits the rights described in the Privacy Policy regarding anonymised or aggregated information.
Intellectual Property
Information available through the Platform is provided for general information, discovery and booking convenience only. It does not constitute medical or healthcare advice, diagnosis, prescription, professional consultation or a recommendation that a particular product, procedure or treatment is suitable for a User.
Users should consider their own health, allergies, medical history, medication, pregnancy status and other relevant circumstances and should consult a suitably qualified professional before receiving an invasive, medical, regulated or higher-risk procedure.
Merchant descriptions, images, promotional claims, testimonials and treatment outcomes are supplied by or relate to Merchants and may reflect individual circumstances. Results vary and are not guaranteed by Open Beauty.
In an emergency or where urgent medical attention is required, Users should contact an appropriate emergency or healthcare service rather than rely on the Platform.
Beauty, Health and Medical Disclaimer
The Platform may open, embed or connect to third-party maps, websites, telephone, email, messaging, social-media, calendar, app-store, authentication or other services. Third-party services are independently operated and subject to their own terms and privacy practices.
Open Beauty does not control and is not responsible for the availability, security, accuracy, content, products, acts or omissions of an independent third party. A link or integration does not by itself constitute endorsement.
Users should review the third party’s terms before using its service and are responsible for any charges, permissions or data supplied to that third party.
Third-Party Services and Links
The Platform is provided on an “as is” and “as available” basis. Open Beauty may perform maintenance, upgrades, security work or emergency changes and does not guarantee uninterrupted, timely, secure or error-free operation.
Open Beauty will take reasonable measures to protect the Platform, but no electronic service, device, network or transmission can be guaranteed completely secure. Users are responsible for maintaining compatible devices, software, connectivity and reasonable device security.
Open Beauty may restrict access, reset credentials, block activity or require verification where reasonably necessary to address fraud, abuse, unauthorised access, malware, security threats or legal requirements.
Platform Availability and Security
Disclaimers and Limitation of Liability
To the fullest extent permitted by law, Open Beauty does not warrant the accuracy, completeness, availability, suitability or timeliness of Merchant information or Platform content and is not responsible for Merchant services, treatment outcomes, products, promotions, statements, personnel, premises, professional advice or disputes between a User and a Merchant.
To the fullest extent permitted by law, Open Beauty is not liable for indirect, incidental, special, punitive or consequential loss, or loss of profit, revenue, opportunity, goodwill, anticipated savings or data, arising from or connected with the Platform or a Merchant service.
Where Open Beauty’s liability cannot lawfully be excluded, it is limited to the extent permitted by law. Nothing in these Terms excludes liability for fraud or affects mandatory rights or remedies available to consumers under applicable Hong Kong law.
Suspension and Termination
Open Beauty may remove content, restrict functions, suspend or terminate access where a User breaches these Terms, provides false information, misuses an account or booking function, infringes rights, threatens safety or security, engages in fraud or unlawful conduct, or where action is reasonably necessary to comply with law or protect Users, Merchants, Open Beauty or another person.
Where a breach is capable of remedy and immediate action is not reasonably required, Open Beauty may give the User an opportunity to remedy it. Open Beauty may act without prior notice where urgent action is reasonably necessary.
A User may stop using the Platform at any time. Termination does not affect accrued rights, confirmed obligations or provisions intended by nature to survive, including intellectual property, confidentiality, liability, governing law and data-retention obligations.
Open Beauty is not required to retain or provide User-submitted content after account termination except as required by law or stated in the Privacy Policy or Copyright Policy.
Open Beauty may update these Terms to reflect changes in law, Platform functions, business operations or risk controls. The updated Terms will state their effective or last-updated date and will be published through the Platform. Open Beauty may provide additional notice for material changes. Continued use after the stated effective date constitutes acceptance, except where law requires another form of consent.
These Terms are governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the exclusive jurisdiction of the courts of Hong Kong. Before formal proceedings, the parties should use reasonable efforts to resolve a dispute in good faith, without limiting any right to seek urgent relief.
If any provision is unlawful, invalid or unenforceable, it shall be limited or severed to the minimum extent necessary and the remaining provisions continue in effect. A failure or delay in exercising a right is not a waiver. Users may not assign their rights or obligations without Open Beauty’s prior written consent.
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Ordinance to enforce them, except that Open Beauty’s officers, employees, agents and service providers may rely on provisions expressly stated for their benefit.
The English and Chinese versions are intended to have the same meaning. If an inconsistency remains, the English version prevails to the extent permitted by law. For enquiries or legal notices, Users should contact Open Beauty through the contact method published on the Platform.
Changes, Governing Law and General Terms
Merchant Terms
Application and Agreement
These Merchant Terms govern access to and use of the Open Beauty merchant application, merchant portal, booking-management functions, listing, campaign, promotional and related services made available by OPENBEAUTY LIMITED (“Open Beauty”, “we”, “us” or “our”), collectively referred to as the “Merchant Services”.
These Merchant Terms apply to each business, sole proprietor, professional practice or other service provider that applies to join, is approved for listing on, or uses the Merchant Services, referred to as a “Merchant”. A person accepting these Merchant Terms on behalf of a Merchant confirms that the person has authority to bind the Merchant.
The agreement between Open Beauty and the Merchant comprises these Merchant Terms, the Privacy Policy, Copyright Policy, any accepted application, quotation, service order, campaign form or promotional agreement, and any specific terms displayed for an optional service. If there is a conflict, the specific service order or campaign agreement prevails for that service, followed by these Merchant Terms, the Privacy Policy, the Copyright Policy and the general Terms of Use.
By submitting an application, accepting a service order, accessing a Merchant account or using any Merchant Service, the Merchant confirms that it has read and agrees to this agreement.
Eligibility, Verification and Authority
The Merchant represents and warrants that it is lawfully established or operating, has full capacity and authority to enter into this agreement, and holds all registrations, licences, permits, professional qualifications, approvals and consents required for its business and the services promoted or supplied through the Platform.
Open Beauty may require business registration documents, identification or authority documents, shop or practice addresses, professional credentials, contact details and other information reasonably required to verify the Merchant and its authorised representatives. Approval of an application does not constitute certification, endorsement or a guarantee by Open Beauty of the Merchant or its services.
The Merchant must promptly notify Open Beauty of any material change affecting its legal status, ownership, authorised representatives, business address, licence, qualification, insurance, regulatory status or ability to perform its obligations. Open Beauty may request updated evidence and may restrict the Merchant Services until verification is completed.
The Merchant is responsible for its branches, participating outlets, personnel, contractors and authorised users and must ensure that each of them complies with this agreement.
Merchant Account and System Use
Open Beauty grants the Merchant a limited, revocable, non-exclusive, non-transferable and non-sublicensable right during the service period to access and use the Merchant Services for the Merchant’s own lawful business operations.
The Merchant must ensure that only properly authorised and trained personnel use its account. The Merchant must keep login credentials and verification codes confidential, apply appropriate access controls, promptly remove access for former personnel and notify Open Beauty without delay of suspected unauthorised access or security incidents.
The Merchant is responsible for all actions performed through its account unless caused solely by Open Beauty’s proven fault. The Merchant must not sell, transfer, share, sublicense, reverse engineer, interfere with or misuse the Merchant Services, or use them to access another Merchant’s data.
The Merchant must provide its own compatible devices, connectivity and facilities. Open Beauty may maintain, modify, upgrade, replace or discontinue functions and may carry out scheduled or emergency maintenance. Open Beauty will use reasonable efforts to avoid unnecessary disruption but does not guarantee uninterrupted or error-free availability.
Merchant Information and Content
The Merchant must ensure that all information and content supplied, uploaded or approved for publication is lawful, current, complete, accurate and not misleading. This includes the Merchant’s identity, location, contact details, opening hours, qualifications, licences, services, treatment descriptions, prices, original prices, discounts, duration, restrictions, availability, photographs, claims and campaign terms.
The Merchant must not publish false trade descriptions, omit material qualifications or charges, exaggerate results, use fabricated before-and-after materials, or make claims that cannot be substantiated. Prices must clearly disclose mandatory charges and material conditions. The Merchant must not impose undisclosed fees, hidden conditions or compulsory add-ons on a user referred through Open Beauty.
The Merchant must promptly update inaccurate or outdated information. Where a campaign or offer has already been accepted for publication, the Merchant must submit a change or withdrawal request through the applicable process and, where practicable, provide at least seven working days’ advance notice. Open Beauty may require a longer or shorter notice period under a specific campaign agreement.
Open Beauty may review, verify, edit for format or clarity, translate, classify, approve, reject, suspend or remove Merchant information. Open Beauty’s review does not transfer responsibility for the information away from the Merchant.
Where a Merchant submits personal data through the Platform, the Merchant must comply with the Privacy Policy, any applicable Personal Information Collection Statement and all applicable data protection laws. The Merchant represents that it has obtained all necessary notices, consents and authorities required for the collection, use and disclosure of such personal data.
Legal Compliance and Service Standards
The Merchant must comply with all applicable Hong Kong laws, regulations, codes and professional requirements, including requirements relating to trade descriptions, consumer protection, advertising, personal data, health and safety, medical or healthcare services, regulated products, professional titles and intellectual property.
The Merchant is solely responsible for determining whether a service may legally be offered, advertised or performed and whether it must be provided or supervised by a registered or qualified person. The Merchant must not use the Platform to offer prohibited, unsafe, fraudulent or unlicensed services.
The Merchant must provide services professionally and safely, comply with its published terms, honour confirmed prices and offers, obtain informed consent where appropriate, keep records required by law, and avoid coercive selling, harassment or misleading omissions.
Where Open Beauty reasonably requests evidence concerning a complaint, licence, claim, treatment, promotion or regulatory issue, the Merchant must provide timely and reasonable cooperation. Open Beauty may report suspected unlawful conduct to an appropriate authority where permitted or required by law.
Bookings and Customer Management
The Merchant is responsible for maintaining accurate service availability and for reviewing, accepting, rejecting, rescheduling and cancelling booking requests through the applicable Merchant Service. A user’s request is not confirmed until the Merchant accepts or confirms it through the applicable process.
The Merchant must communicate any confirmation, rejection, proposed change, delay or cancellation promptly and accurately. The Merchant must honour confirmed bookings unless cancellation is reasonably necessary, and must offer appropriate assistance or alternatives where the Merchant initiates a change.
The Merchant must clearly disclose its cancellation, rescheduling, late-arrival, no-show, deposit and refund conditions before confirmation and apply them fairly and consistently. The Merchant must not create or alter material booking conditions after a booking has been confirmed unless the user agrees or the change is required by law.
The Merchant must record attendance and no-show information honestly and must not manipulate booking status, customer numbers or service-completion records. The Merchant shall reasonably cooperate with Open Beauty in investigating booking complaints and disputes.
Open Beauty facilitates booking communications but, unless expressly stated in a service order, is not the provider of the Merchant service and does not guarantee attendance, service completion, a particular result or resolution of a dispute.
Prices, Offers, Coupons and Promotions
The Merchant is responsible for the legality and fulfilment of every price, discount, trial offer, coupon, campaign and promotional condition that it submits or approves. Each offer must state its availability period, eligible users, service scope, redemption conditions, exclusions, capacity limits and other material restrictions.
The Merchant must honour a valid offer according to its published terms and must not substitute a materially inferior service, impose an undisclosed condition or pressure a user to purchase an additional service. Any claim using terms such as “original price”, “limited”, “exclusive”, “free” or similar wording must be accurate and substantiated.
Open Beauty may provide featured placement, sponsored placement, banner exposure, campaign support, content production, advertising support, welcome offers or other promotional services. Availability, duration, fees, credits, subsidies, deliverables and performance conditions are governed by the applicable service order or campaign agreement. Open Beauty does not guarantee impressions, enquiries, bookings, sales or commercial results.
Unless a specific agreement states otherwise, a promotional benefit or free trial is discretionary, non-transferable, has no cash value and may be changed or withdrawn before acceptance. Rights already validly acquired by a user will be handled according to the published offer terms and applicable law.
Fees, Payment Features and Settlement
Fees for paid Merchant Services, commissions, advertising, content production, optional features or other charges are set out in the applicable quotation, service order or campaign agreement. The Merchant must pay invoiced amounts by the stated due date without unauthorised deduction, set-off or withholding.
The current Platform may provide booking-request functions without processing a sale or order. Payment collection, deposits, refunds, chargebacks and Merchant settlement apply only where Open Beauty expressly activates a payment feature for the Merchant and the Merchant accepts the applicable payment or service-order terms.
Where a payment feature is activated, payments may be processed by a third-party payment provider. The applicable terms will specify transaction fees, settlement timing, reserves, refunds, disputed transactions, chargebacks, evidence requirements and deductions. No settlement timetable or payment undertaking is created merely by these Merchant Terms.
The Merchant remains responsible for the underlying service, tax invoices or receipts, pricing, fulfilment, cancellation decisions and refunds except to the extent the applicable payment terms expressly allocate a function to Open Beauty. Open Beauty may withhold or adjust settlement where reasonably necessary to address refunds, chargebacks, suspected fraud, legal obligations or amounts due from the Merchant.
Merchant Content and Intellectual Property
The Merchant retains ownership of intellectual property that it lawfully holds in Merchant Content. By supplying Merchant Content, the Merchant grants Open Beauty the licence described in the Copyright Policy to host, store, edit, translate, format, display, publish, distribute and promote that content for Platform operation, Merchant listing, campaign and marketing purposes.
The Merchant warrants that Merchant Content and the Merchant’s products and services do not infringe third-party rights. The Merchant is responsible for obtaining permissions for identifiable persons, trademarks, music, images, products, premises, professional work and other protected materials appearing in Merchant Content.
Open Beauty owns or is licensed to use the Merchant Services, Platform software, interfaces, databases, designs, templates, analytical methods and Open Beauty branding. The Merchant may not copy, extract, scrape, reproduce, reverse engineer or commercially exploit those materials except as expressly permitted.
Copyright complaints, temporary restrictions, objections and repeat-infringer measures are handled under the Copyright Policy.
Merchant Content is also governed by the Copyright Policy.
Personal Data and Confidentiality
The Merchant may receive personal data only to the extent required to manage a booking, communicate operational information or provide an agreed service. The Merchant must use that personal data solely for the disclosed purpose, protect it against unauthorised or accidental access, processing, loss, erasure or disclosure, and limit access to personnel who reasonably need it.
The Merchant must comply with the Personal Data (Privacy) Ordinance and the Privacy Policy. Unless the individual has separately provided the consent required by law, the Merchant must not use booking or Platform data for its own direct marketing, add the individual to a marketing list, disclose the data to another person or use it to build an unrelated customer database.
The Merchant must promptly notify Open Beauty of any actual or suspected personal-data breach affecting Platform data and reasonably cooperate with investigation, containment, notification and remediation.
Each party must keep the other party’s non-public commercial, technical, operational, financial and customer information confidential and use it only for the agreement. This obligation does not apply to information lawfully public, independently developed or required to be disclosed by law, provided that lawful prior notice is given where practicable.
Monitoring, Ranking and Platform Management
Open Beauty may determine categories, presentation, search order, visibility and ranking according to relevance, completeness, popularity, user interaction, campaign participation, promotional arrangements, service quality indicators and proprietary methods. Paid, sponsored or featured placement may affect visibility and may be labelled accordingly.
Open Beauty may monitor use of the Merchant Services, investigate complaints, verify information and review compliance. Open Beauty may correct formatting, request amendments, temporarily restrict content, suspend a campaign, remove a listing or disable functions where reasonably necessary for user protection, legal compliance, Platform integrity or security.
Open Beauty does not guarantee any ranking, exposure, traffic, enquiry, booking, conversion, revenue or return on advertising expenditure. Platform data and reports may contain estimates and are provided for operational reference unless expressly stated otherwise.
The Merchant must not manipulate rankings, bookings, attendance, engagement or campaign measures, create fictitious transactions, misuse incentives or encourage deceptive activity.
Nothing in these Merchant Terms prevents Open Beauty from creating, analysing, using, licensing or commercialising anonymised, aggregated or de-identified information for benchmarking, analytics, market research, business insights or data products, provided that no individual or Merchant can reasonably be identified from such information. Such activities are further described in the Privacy Policy.
Suspension and Termination
Open Beauty may immediately restrict, suspend or terminate Merchant Services, remove content or listings, or cancel promotional participation where the Merchant breaches this agreement, provides false or misleading information, lacks required authority or licences, creates a safety or legal risk, misuses personal data, infringes rights, engages in fraud or abusive conduct, fails to pay an amount due, or threatens Platform security or integrity.
Where a breach is capable of remedy and immediate action is not reasonably required, Open Beauty may give the Merchant an opportunity to remedy the breach within a stated period. Open Beauty may also terminate a free or discretionary service on reasonable notice.
The Merchant may cease using a free Merchant Service by following the applicable account or listing-removal process. Termination of a paid service is subject to its service order, including any notice period, minimum term, outstanding fee or refund condition.
Termination does not affect accrued rights, amounts due, confirmed bookings, valid user offers, confidentiality, personal-data obligations, content licences for reasonable post-termination purposes, liability, indemnity or provisions intended by nature to survive. The Merchant must cooperate in completing or properly resolving obligations arising before termination.
Disclaimers and Limitation of Liability
The Merchant Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Open Beauty does not warrant uninterrupted operation, error-free functionality, data accuracy, compatibility with Merchant equipment, user attendance, commercial performance or suitability for a particular purpose.
Open Beauty is not responsible for the Merchant’s services, treatments, products, claims, premises, personnel, professional advice, customer relationships or regulatory compliance, or for disputes between the Merchant and a user.
To the fullest extent permitted by law, Open Beauty is not liable for indirect, incidental, special, punitive or consequential loss, or loss of profit, revenue, opportunity, goodwill, anticipated savings or data. For a paid Merchant Service, Open Beauty’s aggregate liability arising from that service during any twelve-month period shall not exceed the fees actually paid by the Merchant to Open Beauty for that service during the same period.
Nothing in this agreement excludes liability for fraud or any liability that cannot lawfully be excluded or limited.
Merchant Indemnity
To the fullest extent permitted by law, the Merchant shall indemnify and keep indemnified Open Beauty, its officers, employees, agents and service providers against claims, liabilities, losses, damages, penalties, costs and reasonable legal expenses arising from the Merchant’s breach of this agreement, Merchant Content, false or misleading statements, unlawful or unsafe services, infringement of third-party rights, personal-data misuse, tax obligations, fraud, negligence or wilful misconduct.
The indemnity also applies to claims arising from injury, illness, death, property damage, treatment outcome, undisclosed charges, failed fulfilment, refunds or disputes connected with the Merchant’s services, products, staff, premises or promotions, except to the extent directly caused by Open Beauty’s liability that cannot lawfully be excluded.
Open Beauty will give reasonable notice of a claim where practicable. The Merchant must provide reasonable assistance and must not settle a claim in a manner that admits liability for, imposes an obligation on or adversely affects Open Beauty without Open Beauty’s prior written consent.
Force Majeure and Notices
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, epidemic, government action, utility or telecommunications failure, cyber incident not caused by that party’s failure to take reasonable care, labour disruption, civil disorder or failure of a critical third-party service. The affected party must use reasonable efforts to reduce the effect and resume performance.
Open Beauty may send operational, contractual or legal notices through the Merchant account, registered email address, in-app notification or another contact method supplied by the Merchant. The Merchant must maintain current contact information and is responsible for reviewing notices delivered through those channels.
A Merchant notice to Open Beauty must be sent through the designated Merchant-support or legal contact method published on the Platform or specified in the applicable service order. A notice takes effect when actually received, unless the applicable agreement states otherwise.
General Provisions
These Merchant Terms are governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the exclusive jurisdiction of the courts of Hong Kong unless an applicable service order expressly provides for arbitration or another dispute process.
Before commencing formal proceedings, the parties should use reasonable efforts to resolve a dispute in good faith. This does not prevent either party from seeking urgent injunctive or protective relief.
The Merchant may not assign, transfer or subcontract this agreement or any Merchant Service without Open Beauty’s prior written consent. Open Beauty may assign this agreement as part of a bona fide corporate reorganisation, financing, merger, acquisition or transfer of its business, subject to applicable law.
If any provision is unlawful, invalid or unenforceable, it shall be limited or severed to the minimum extent necessary and the remainder remains effective. A failure or delay in exercising a right is not a waiver. Nothing creates a partnership, employment, franchise, fiduciary or agency relationship between Open Beauty and the Merchant.
A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Ordinance to enforce any term, except that Open Beauty’s officers, employees, agents and service providers may rely on provisions expressly stated for their benefit.
The English and Chinese versions are intended to have the same meaning. If an inconsistency remains, the English version prevails to the extent permitted by law. Open Beauty may update these Merchant Terms and will provide reasonably prominent notice of material changes. Continued use after the stated effective date constitutes acceptance, except where law or a service order requires another form of acceptance.
The indemnity also applies to claims arising from injury, illness, death, property damage, treatment outcome, undisclosed charges, failed fulfilment, refunds or disputes connected with the Merchant’s services, products, staff, premises or promotions, except to the extent directly caused by Open Beauty’s liability that cannot lawfully be excluded.