1. DEFINITIONS AND INTERPRETATION

1.1. Unless the context requires otherwise the following expressions shall have the following meanings:

“Applicant” Person intending to become a Member (as defined below);

“Application” An application for Membership (as defined below) submitted by the Applicant;

“The Club” The Club ZFU as operated and managed by Club ZFU Limited

“Conditions” the terms and conditions as amended from time to time in accordance with Clause 6

“Membership Fee” the fee payable by Applicant upon Application and is non-refundable;

“Member” An Applicant having the Membership;

“Membership” membership of the Club;

“Membership Card” the card issued to Members by the Club in accordance with Clause 3.3

“Membership Fee” the fee payable in respect of Membership as notified by the Club from time to time and is non-refundable (subject to Clause 4.6);

“Membership Year” One year starting from the Membership;

“Nominee” A person nominated by a Corporate Member and approved by the Club

“Payment Cards” The payment methods as authorized by the Member to the Club, including without limitation credit card and debit card

“Website” the website “www.zfu.com”;

“Renewal Dates” the anniversary date of Membership;

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

1.2. References to any statutes or statutory provisions shall be construed as references to those statutes or provisions as substituted, amended, extended, consolidated, re-enacted or replaced from time to time.

1.3. References to any clause, recital and schedule are (unless otherwise stated) references to a clause, recital and schedule to these Conditions.  The schedules and recitals hereto shall form part of these Conditions.

1.4. References to writing or written includes e-mails.

2. APPLICATION

2.1. All Applications shall be made in a form prescribed by the Club from time to time. Applicants shall provide particulars when he applies for Membership and shall guarantee the correctness of the particulars so provided.  Any failure to do so may render Membership and/or any subsequent transactions void and no refund shall be given. The obligation to provide accurate information is a continuing one and applies to Applicants and Members at all times.  Applicants and Members shall notify the Club promptly in the event that any information in connection with the Application or Membership changes.

2.2. Consideration of Application is subject to the sole and absolute discretion of the Club.  The Club will notify Applicants in relation to the vetting results of the Application.  In any event, the Club is under no obligation to disclose its reasons for accepting or rejecting any Application.

3. MEMBERSHIP

3.1. The Club shall have the following types of Members:

(a) Luxe Members;

(b) Opulence Members;

A Corporate Member shall be a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation or a partnership or an unincorporated association validly existing and recognized by the Club. Each Corporate Member may appoint up to 2 Nominees in accordance with these Conditions.  It may withdraw or substitute Nominee(s) by giving one month’s written notice to the Club. There shall be an administrative charge of HK$3000 for each time.

3.2. The Club may at its sole discretion increase or decrease the number of any type of Membership and/or create or cancel any types of Membership from time to time.

3.3. Upon acceptance of the Application and receipt of Joining Fee, the Club will issue a Membership Card, accompanied by Membership documentation, to that relevant Member.

3.4. All Members shall observe the Conditions and shall be fully responsible for all acts, conduct and liabilities made or committed by them or their respective Nominees (if any) and shall cause such Nominees and guests to observe these Conditions.

3.5. No Member shall, by virtue of his Membership, be entitled to any interest in the funds or assets of the Club, or any voting right, or to participate in the gains or profits of the Club.

3.6. Membership is personal to that Member and shall not be transferred save and except with the prior written consent of the Club.  Members shall use his best endeavours to ensure that no one uses the Membership.

3.7. Access to and use of personalized Membership section of the Website is through a combination of user name and password.  Members are solely responsible for maintaining the confidentiality of user name and password and Members shall notify the Club immediately if they believe that there has been any breach of security, including the unauthorized use of user name and password.

3.8. The Club will take all steps reasonably necessary to ensure that personal data of Members is treated securely and in accordance with the Club’s privacy policy, further details of which are set out in Clause 7.1.  Please note that all information provided by the Members is stored on the Club’s secured servers.  Any payment transactions carried out by the Club will be encrypted using Secured Sockets Layer technology.

3.9. Members shall notify the Club immediately by e-mail (email: enquiry@zfu.com) if Membership Card is lost or stolen.  The Club shall issue a new Membership Card to a Member or Nominee who has lost his Membership Card upon application and provided that valid proof for such loss has been submitted and the prescribed replacement fee shall have been paid. There shall be a replacement fee of HK$3000.

4. MEMBERSHIP FEES, RENEWAL AND TERMATION OF MEMBERSHIP

4.1. The Membership Fees and/or the Joining Fees are subject to the sole and final discretion of the Club.  The Club reserves its right to vary the tariffs at any time with or without notice and will notify Members prior to the Renewal Dates.

4.2. The Membership Fee, which is non-refundable, shall be payable in full by Members upon tendering of the Application.

4.3. The Benefits are valid for the valid membership, after which they shall automatically expire.

4.4. The Benefits only be used by the member in person exclusively. It is non-transferable, or otherwise provided to third party(ies) for the use by such third party(ies).

4.5. Subject to clause 4.6, the Club shall deduct the Membership Fee from the Payment Cards.  Receipt of Membership Fee will be issued to Member within 30 days of payment. The Membership Fee shall be deducted from the Payment Cards automatically unless a notice has been informed by the Member.

4.6. The Club reserves the absolute right to cancel or suspend Membership.In the event that a Membership is cancelled by the Club, the Club may, but is not obligated to, refund any portion of the Membership Fee paid for the relevant Membership Year on a pro-rata basis.

4.7. Save as otherwise indicated by writing, Members have, upon admission to Membership, authorized the Club to deduct Membership Fee from the Payment Cards direct.  Should the payment of Membership Fee fail, the Club may contact that Member direct and no renewal of Membership shall be processed unless and until payment of Membership Fee is completed.

4.8. During the validity of Membership, Members may apply to the Club to upgrade his/her Membership to a higher level.  Alternatively, the Club may, by invitation, upgrade the Members to a higher level based on that Member’s usage of services.  In either case the difference in Membership Fees will be calculated on a pro rata basis in respect of that Membership Year.

4.9. Members shall notify the Club in writing no less than 30 days before the Renewal Date if they wish to terminate the Membership.

4.10.The Club reserves the right to terminate the Membership if the Member promote any sales activities or businesses to other members.

4.11.In the event of termination of Membership (of Members’ own volition or otherwise), the Member shall return the Membership Card to the Club.  In the case of Corporate Member, that Corporate Member shall cause the Nominees to return and procure the Membership Cards to the Club. If the Member fail to return the Membership Card, the Member shall pay HK$3000 as an administrative charge.

4.12.Notwithstanding the termination of Membership, the Member shall be liable for payment of fees and other sums due and owing to the Club incurred (if any) after termination.

4.13.Upon the death or bankruptcy of a Member, his Membership shall be vested in his executor or personal representative or trustee-in-bankruptcy (as the case may be); upon the commencement of winding-up or dissolution of a Corporate Member, its Membership shall (subject to the discretion of the Club) be vested in its receiver or liquidator (as the case may be) and: –

(a) all rights and entitlements of the Nominees nominated by such Member shall cease; and

(b) the executor, personal representative, trustee-in-bankruptcy, receiver or liquidator (as the case may be) may elect to register as Member or to transfer the Membership to another individual or corporation (as the case may be), subject to the approval of the Club and the procedures regarding Application as set out in these Conditions.

5. LIMITATION OF LIABILTY

5.1. The following conditions shall limit or exclude the Club’s liability for:

(a) death or personal injuries caused by its negligence, or the negligence of its employees or agents or vendors;

(b) fraud or misrepresentation; or

(c) breach of the implied terms under the Supply of Services (Implied Terms) Ordinance.

3.2. Subject to Clause 5.1:

(a) The Club shall not be liable to any Member, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profits, business, depletion of goodwill and/or similar losses, anticipated savings, goods, contract, or use or corruption of data or information whether direct or indirect or, any special, indirect, consequential or pure economic loss and any costs, damages, charges or expenses arising under or in connection with his Membership; and

(b) The Club’s total liability to the Member in respect of all other losses arising under or in connection with their Membership, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total value of the Member’s annual Membership Fee.

6. APPLICABILITY AND VARIATION

6.1. The Conditions shall take effect and be binding upon the Member upon the Club’s acceptance of Application.  Save as otherwise provided, the Conditions shall be applicable during the validity of Membership and shall only cease to have effect upon the expiry or termination thereof.

6.2. Applicants and Members acknowledge that the Club is entitled to amend the Conditions at any time and from time to time with or without prior notice.  Notification will be by any of the following means: Newsletter, Website, Emails and/or phone calls.  Members’ continued use of Membership constitutes acceptance of such variations to these Conditions.

6.3. Any interpretation and determination of the Conditions herein are subject to the Club’s sole and final discretion.

6.4. In no event shall Club ZFU be liable for any loss of business chance, loss of profit, economic loss, indirect and/or consequence loss or damage arising from this agreement, howsoever caused and irrespective of a negligence or fault.

7. GENERAL

7.1. Privacy and Data Protection

The Services and Membership are subject to the Club’s privacy policy, incorporated into these Conditions by reference and set out at the following Website (https://www.zfu.com/privacy-policy/) which applies at all times in relation to personal data collected.

7.2. Assignment and Subcontracting

(a) The Club is entitled to, with or without Member’s consent, at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Conditions and may subcontract or delegate in any manner any or all of its obligations under these Conditions to any third party or agent.

(b) The Member shall not, without the prior written consent of the Club, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.

7.3. Waiver

(a) A waiver of any right under these Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.  No failure or delay by a party in exercising any right or remedy under these Conditions or by law shall constitute a wavier of that or any other right or remedy, nor preclude or restrict its further exercise.  No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.

7.4. Severance

If any provision of these Conditions (or a part thereof) is declared illegal, void or otherwise unenforceable, that provision or part thereof shall be severed as it were not incorporated without affecting the validity and enforceability of the other provisions of these Conditions.

7.5. No Partnership

Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute Members as an agent for or on behalf of the Club.

7.6. Rights of Third Parties

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these Conditions.

7.7. Applicable Law and Jurisdiction

These Conditions, any dispute or claim arising out of or in connection with or subject matter of formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of Hong Kong, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Hong Kong.

7.8. If there is any inconsistency or conflict between the English and the Chinese versions, the English version shall prevail.

7.9. The Club ZFU has sole and final discretion of interpretation of these Terms and Conditions.