Article 1 (Application of the Terms of Service)
- STAR BUYERS LIMITED (hereinafter referred to as the “Company”) shall conduct the STAR BUYERS AUCTION HONG KONG (hereinafter referred to as the “Auction”) in accordance with the provisions of this STAR BUYERS AUCTION HONG KONG TERMS OF SERVICE (hereinafter referred to as the “TOS”). The TOS provides procedures necessary for the purpose of smooth operation of the Auction, and shall be applicable to any and all agreements pertaining to the use of the Auction between the Company and the Members (hereinafter referred to as the “Member Agreements”).
- Notices relevant to Members that are published at the website of the Company, or individually given to Members shall constitute a part of the TOS. If there are any provisions contradictory to or infringing the TOS and the Notices, the Notices shall prevail.
- The Company shall deem that, as of the time when a party who desires to subscribe as a Member performs Member registration for the Auction, the party has consented to the content of the TOS.
Article 2 (Amendment to TOS)
- The Company may amend the TOS without prior announcement; provided that, when the Company judges that amendment of the TOS would be significantly disadvantageous to Members, the Company shall amend the TOS after a reasonable period after notifying Members of the content of the TOS after amendment.
- The latest TOS shall be published on the website of the Company, and the latest version shall come into effect as of the time when published.
Article 3 (Notice)
- Notice from the Company to Members shall be given by the Company by methods judged appropriate by the Company unless otherwise provided, such as by email, writing, or publishing on the website of the Company.
- When the Notice as referred to in the preceding paragraph is given by publishing on the website of the Company, the Notice shall come into effect as of the time when published on the website.
- When the Notice as referred to in Paragraph 1 is given by email or in writing, it shall be sent to the email address or address registered by the Member, and the relevant Notice shall be deemed to have been made as of the time when one (1) business day has passed from the time of sending.
Article 4 (Member Registration)
- For the use of the Auction, advance Member registration is required.
- Member registration shall be completed when the party who desires to be a Member applies by the method prescribed by the Company, and then when the Company agrees thereto. By completion of Member registration, the Member Agreement shall be deemed established.
- Notwithstanding the provisions of the TOS, if the Company judges that the party who desires to be a Member falls under any of the following items, the Company may not perform Member registration.
- When there is a false statement, error or omission in the documents submitted by the party who desires to be a Member;
- When the party who desires to be a Member falls under or may fall under any of the items of Paragraph 2 or Paragraph 3 of Article 11 (Termination by the Company);
- When the party who desires to be a Member had its Member registration canceled in the past by the Company, or concerning the Auction, when the party who desires to be a Member had its Member Agreement terminated in the past by the Company or had its use of the Auction suspended;
- When the Company judges that there is a possibility that the party who desires to be a Member will neglect their duties under the Member Agreement; or
- In addition to the above, when the Company judges membership registration by the party who desires to be a Member to be inappropriate.
Article 5 (Entrustment)
- The Company may entrust to a third party all or part of the operations that will be necessary in relation to holding Auctions for Members.
- In the case as referred to in the preceding paragraph, the Company shall manage the relevant contractors properly, and have the relevant contractors bear the same obligations as those of the Company provided in the TOS.
Article 6 (Member Information)
- A party who desires to be a Member shall register the name of the company, address, manager, mail address and other member information with the Company by the method prescribed by the Company.
- If any change occurs after registration of the Member information, the Member shall report to the Company on the relevant change details without delay.
- The Company shall assume no liability for damage incurred by the Member due to neglect of registration under Paragraphs 1 and 2.
Article 7 (Communications and Confirmation with Members)
- The Company shall communicate or confirm with the Member through the coordinator registered in the Member information.
- Members shall ensure that emails from the Company arrive at the email addresses registered by the Member without fail, and if there is any request by the Company, the Member shall respond to the request without delay.
- The Company may notify Members of information relevant to services or goods of the Company, Group companies of the Company, or other companies in alliance with the Company.
- When the Notice as referred to in the preceding paragraph is given by email, disk capacity used for email or files to be sent shall be borne by Members.
Article 8 (Operation of the Auction)
- Members shall comply with the TOS and follow the instructions of the Company for smooth operation of the Auction. If a Member conducts an act of nuisance against the Auction, the Company may order the relevant Member to leave the site of the Auction. In such instance, the participation fee and other expenses already paid to the Company shall not be refunded.
- Parties other than Members may not enter the site of the Auction. The same shall apply to contractors, etc. that have contract relationships with Members.
- For the Auction, the seller shall participate based on sales commissioning agreements with the Company, and the purchaser shall participate based on sale and purchase agreements with the Company.
- When there is a latent defect that cannot be visually judged in goods knocked down, the purchaser shall make a claim to the Company to that effect within two (2) weeks of the day following the day when the Auction was held; provided, however, that this shall not apply to the case where the purchaser is aware of the relevant defect, or where the purpose of the agreement may be achieved even with the defect. Claims after the relevant period may not be accepted.
- When a defect as referred to in the preceding paragraph is discovered in goods of which sales are commissioned by the seller, the seller shall bear responsibility for the relevant defect, and the Company shall assume no liability. If the sale and purchase agreement between the purchaser and the Company with respect to the goods is cancelled due to the relevant defect, the sales commissioning agreement between the seller and the Company concerning the relevant goods will also be cancelled, and the Company shall refund the already-received commissions to the seller and the purchaser.
- When a purchaser makes a claim to the Company as provided in Paragraph 4, the Company shall notify the seller to the effect that there was such a claim promptly. It shall be noted that the Company may request that handling of defects afterwards be directly conducted between the seller and the purchaser.
- When goods are discovered as having been stolen or lost after a successful bid, the Company may terminate the transaction concerning the relevant goods.
- When the Company judges that smooth operation of the Auction cannot be maintained, the Company may suspend or cancel the relevant operation.
- Even if any damage is incurred by Members due to suspension or cancellation as referred to in the preceding paragraph, the Company shall assume no liability.
- Even though the reasons for suspension or cancellation under Paragraph 8 are resolved or remedied, the Company shall not be obligated to reopen the Auction.
- Other details of the operations of the Auction shall be provided in the Exhibit 1 to the TOS.
Article 9 (Handling of Authentication Information)
- Members shall not disclose, lend to or share with a third party authentication information, and shall manage it strictly (including change of PW as necessary) so that there will be no leak to a third party.
- If any damage is incurred by Members or other perties due to bad management of authentication information, errors in the use thereof or use by a third party, etc., the Company shall assume absolutely no liability whatsoever.
- When a third party uses the Auction with authentication information of a Member, the relevant act shall be deemed to be use by the Member, and the Member shall pay a use fee for the use and any other liabilities. In addition, if any damage is incurred by the Company due to the relevant act, the Member shall indemnify the damage.
- In order to ensure security for the use of the Auction by the Member, the Company shall not comply with requests for confirmation of authentication information or requests for reissuance by phone, in all cases including emergencies. If confirmation of authentication information or reissuance thereof is necessary due to loss, etc., the Member shall make a request by a method separately provided by the Company.
Article 10 (Cancellation by Member)
- Members may cancel their Member Agreements at any time for the future.
- If a Member is to cancel the Member Agreement under the preceding paragraph, the Member shall notify the Company of the cancellation by the method separately provided by the Company.
Article 11 (Termination by the Company)
- The Company may terminate the Member Agreement at any time by notifying the Member at least 30 days in advance of the desired termination date.
- If the Company judges that a Member falls under any of the following items, the Company may terminate all or part of the Member Agreement without any prior notification or formal demand.
- Where the Member breaches the TOS and it is reasonably judged that there is no possibility of improvement; or where, although the Company makes formal demand for remedy or performance specifying a reasonable period therefor, the Member fails to remedy or perform within the relevant period;
- Where it is discovered that there is some detail that is different from the truth in the registered information of the Member;
- Where a petition for attachment, provisional attachment, or auction is filed, or when the Member is subject to delinquency disposition of taxes and dues;
- Where a petition for bankruptcy, commencement of corporate reorganization proceedings or of civil rehabilitation proceedings is filed;
- Where there is any significant uncertainty in the credit status of the Member;
- Where the Member is subject to disposition of cancellation or suspension of business licenses, etc. by supervising agencies;
- Where the Member adopts a resolution for dissolution, capital decrease, assignment of all or significant part of the business, etc.;
- Where the Notice to the Member fails to arrive, or is returned to the Company, or where it becomes impossible for the Company to contact the Member;
- Where there is no record of use of the Auction by the Member for one (1) year;
- Where there has been an act judged by the Company to disturb or be likely to disturb the operation of the Auction; or
- Where there are any other reasons by which it will be difficult to perform the Member Agreement.
- If the Company judges that a Member falls under any of the following items, the Company may terminate the Member Agreement without any prior notification or formal demand.
- When the Member is or was an Anti-Social Force (meaning organized crime group, organized crime group member, associated member of an organized crime group, company related to an organized crime group, corporate racketeer (sokaiya), rogue acting in the name of a social movement (shakai undo hyobo goro), rogue acting in the name of political activities (seiji katsudo hyobo goro), or special intelligence violent group, or other similar organization; the same shall apply hereinafter), or associate; or
- When the Member commits or causes a third party to commit the following acts against the Company:
- ① Illegal or unjust demand without reasonable grounds,
- ② Violent act not limited to tangible power exercise, including acts of intimidation, etc.,
- ③ Coerce transactions insistently such as subscription of information magazines, etc.,
- ④ Make demands against the Company by falsifying attributes, such as victims’ organizations,
- ⑤ Any other acts prohibited under the Act on Prevention of Unjust Acts by Organized Crime Group Members.
- When the Member notifies the Company of the fact that the Member is an Anti-Social Force or related party thereof
- If there are any remaining obligations payable to the Company such as unpaid use fees for the Member as of the time of termination of the Member Agreement pursuant to the preceding two paragraphs, the Member shall forfeit the benefit of term immediately for the relevant obligations.
Article 12 (Confidential Information Handling)
- Neither Members nor the Company shall disclose or leak to third parties technical, trade or any other business-related information provided by the other party for execution of the Auction, which was especially designated as confidential in writing in advance by the other party and for which the scope of the confidential information is specified and clearly indicated as confidential information (hereinafter referred to as the “Confidential Information”); provided, however, that this shall not apply to the case where the written prior consent of the other party is obtained from the other party, or information that falls under any of the following items:
- Information already possessed without confidentiality obligations,
- Information duly obtained from a third party without confidentiality obligations,
- Information independently developed not through information provided by the other party,
- Information that has come into the public domain, irrespective of whether this be before or after receipt of the information, without breaching the Member Agreement, etc., or
- Information that was provided without designation, specification of scope, or indication to the effect that the information is confidential, in compliance with the provisions of this Article.
- Notwithstanding the provisions of the preceding paragraph, the Member and the Company may, out of the Confidential Information, disclose the information that is to be disclosed under the provisions of the laws and regulations or by demand by authorized governmental agencies, etc. to recipients under the relevant provisions or the relevant governmental agencies, etc.
- The party who receives the Confidential Information shall take measures to manage the relevant Confidential Information.
- The party who receives the Confidential Information may use the Confidential Information provided by the other party only within the scope of the purpose of execution of the Auction, and also reproduce or alter (hereinafter collectively referred to as “reproduction, etc.” in this paragraph) the materials (hereinafter referred to as the “Materials, etc. in this Article) in which the Confidential Information is embodied within the scope necessary for execution of the Auction. In such instance, the Member and the Company shall handle the relevant reproduced Confidential Information, etc. as Confidential Information as specified in this Article as well. If reproduction, etc. is required beyond the scope necessary for execution of the Auction, the advance written approval of the other party shall be required.
- The party who receives the Confidential Information shall, when so requested by the other party, return the materials, etc., (including Confidential Information reproduced or altered with approval of the other party under Paragraph 4 of this Article) to the other party or dispose thereof.
- Notwithstanding the provision of paragraph1,All information successful bid, such as successful bid commodity, winning bid price, etc., will be confidential information.
- The provisions of this Article shall remain in effect for five (5) year after termination/cancellation/expiration of the Member Agreement.
Article 13 (Handling of Personal Information)
- The Company may provide the personal information acquired by Members to its contractors within the scope necessary for provision of the Auction.
Article 14 (Immunity)
- The Company shall assume absolutely no liability whatsoever for disputes, etc. arising between the Members and a third party.
- The Company shall, irrespective of the type of legal grounds for claims, including default liability, tort liability or other, assume liability to the Member only in the case of intentional act or gross error of the Company.
Article 15 (Restriction of Indemnification)
- The scope of liability that the Company assumes to the Member under the Member Agreement shall be limited to ordinary damage actually incurred by the Member due to direct cause, and irrespective of the predictability or possibility, etc., the Company shall assume no liability for damage due to special circumstances.
- The maximum limit on the amount of indemnification of a Member arising through the use of the Auction shall be the successfully-bid/purchased price of goods in relation to the relevant damage out of the goods actually knocked down and purchased by Members.
Article 16 (No Assignment)
- A Member must not assign, sublease, or encumber the status of member under the Member Agreement and rights accrued under the Member Agreement to a third party.
- When the status of a Member is succeeded due to inheritance or merger of a corporation, etc., the Member to whom the relevant status was been succeeded shall notify the Company promptly in writing to that effect; provided that, if a Member is deceased, the Company may cancel the Member Agreement.
Article 17 (Jurisdiction)
- All lawsuits between Members and the Company shall be subject to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court as court of first instance.
Article 18 (Governing Law)
- The Member Agreement shall be governed by the laws of Japan in terms of establishment, effect, performance and interpretation of the Member Agreement.
Article 19 (Severability)
- Matters not provided in the TOS and any doubts arising as to the items provided in the TOS shall be subject to consultation in good faith by both parties and resolved. If any part of the TOS is invalid, such invalidity shall not affect the validity of any other provision of the TOS, and such invalid part shall be replaced by effective provisions that are closest to the purport of the relevant part.
※This is a reference. The original sentence is Japanese and only the original sentence is applied effectively.
The TOS shall be established on November 25, 2015 and shall come into effect on that day.
TOS dated May 31,2016
TOS dated March 5,2018
TOS dated January 10,2019
|Qualifications for membership||Members must consent to the Agreement.|
|Registration fee (not including tax)||Free|
|Annual fee (not including tax)||Free|
|Commissions (not including tax)||3% commission fee will be charged on the total transaction price to all successful bidders.And 5% commission fee will be charged on the harmer price for consignment customers.|
|Venue participation fees||Free of charge.New SBAHK member must make deposit to participate our Auction.|
|Admission to the venue||
|Other special agreements||The following agreement corresponds to a special agreement under the Agreement. In the event of any inconsistency or conflict between the Agreement and the special agreement, the special agreement shall take precedence over the Agreement.
Established on Nov. 25th, 2015
Revised on May 31st, 2016