General Terms and Conditions
We are Distinctive Action Limited also known as Invisible Company (collectively “we”, the "Company", “Distinctive Action”) and we are authorised to operate the site www.invisible-company.com ("site", “Website” or "invisible-company.com"). Our site facilitates a convenient way to shop online, including by using our applications (where applicable) or software (“Services”).
All reasonable efforts are made to ensure that the information provided on this site is correct and up-to-date. However, we disclaim the existence of any express and/or implied warranties and makes no representation as to the accuracy or completeness of any information on our site. We take no responsibility and assumes no liability for the content of the site (“Content’) or for anything posted on or linked to it, including without limitation any mistake, error, omission, infringement, defamation, falsehood, or other material or omission that might offend or otherwise give rise to any claim or complaint. To the extent that our liability cannot be excluded and we are able to limit our liability, then our maximum aggregate liability for all claims arising from, in connection with or related to your use of services and our site itself shall be limited to the amount of HK$100.
Sale and Purchase
- We will only deliver Orders in Hong Kong Special Administrative Region (“Hong Kong”) and certain territories from time to time (collectively, the “Territories” and each a “Territory”). Please check the shopping cart to see if we delivery to the relevant Territory.
- Orders may be placed in one Territory for delivery to one Territory. Your Internet protocol (IP) address may be used to determine the territory from which your Orders are placed.
- We may restrict the maximum aggregate monetary amount of each Order and the number of Orders you may place per calendar day. These restrictions will be specified in the Order.
- We may take into account the credit/debit card used for payment thereof, your Internet protocol (IP) address and such other distinctive aspects of such Orders, whether independently or collectively, in tracing and/or identifying the Orders placed by you. If any dispute arises under an Order, our determination will be final and conclusive.
- Information contained on our site constitutes an invitation to treat only, which may not be regarded as an offer by us to supply any Product. We make no guarantee that the Product shown on the Website will be available for sale at all times.
- You may place an Order by completing the following steps:
- Adding the Product into your “shopping cart”; and
- filling in the electronic order form (“Order”).
- (collectively, “Order Process”). Once you have submitted the Order, you may not, to the fullest extent permitted by applicable law, cancel or vary the Order in any manner or form.
- You represent and warrant that you are at least 18 years old and have the legal capacity to enter into legally binding contracts.
- Your placing of an Order will constitute an offer from you to us to purchase the Product contained in that Order. We have absolute discretion to accept any Order or to decline or cancel any Order without ascribing any reason for declining or cancelling an Order. Our system may generate an email to the email address registered by you to acknowledge that we have received your Order. Such acknowledgement does not constitute a promise of delivery of the Product or that we have accepted your offer for the Order.
- If your Order is accepted, you will receive a written confirmation of Order ("Confirmation"). A legally binding contract for the sale and purchase of Product between you and us will only be formed when a Confirmation has been issued. The Entire Set of Terms, together with the Order and the Confirmation, constitute the entire agreement and understanding between you and us in relation to the sale and purchase of the Product ("Contract") and will supersede all previous correspondence, understandings and agreements, if any, between you and us in respect of the same. To the extent of any inconsistency between the terms of Order and Confirmation and the Entire Set of Terms, the terms of the Confirmation will prevail.
- Notwithstanding any provision to the contrary, we reserve the right to cancel, refuse processing or fulfilling an Order (whether accepted or not) if any reason arises or any circumstances not within our control or expectation occurs which prevents or restricts from delivering the Products under such Order or which otherwise renders us unable to fulfil or perform such Orders. In such an event, we will refund to you the amount already paid by you for such Product (excluding any fees charged by banks, credit/debit card companies or other service providers) within 30 business days of your Order. You accept that we will not be obliged to offer any compensation in the event your Order is not fulfilled or processed or cancelled.
- The quantity, description and specification (if any) of the Products set out in a Confirmation shall be final and conclusive evidence of the same.
- You are responsible for ensuring the completeness and correctness of all information provided in connection with your Order. We will not be liable for any failure or delay in discharging our obligations or performing our duties under a Contract if such default is related in any way to incomplete, incorrect or misleading information provided by you. You undertake to indemnify and hold harmless us, our officers, agents, employees, contractors, other representatives and affiliated companies (including but not limited to our holding companies, subsidiaries and group members) from and against all claims, losses, damages, charges, taxes, duties, costs and expenses incurred or suffered as a result of your provision of incomplete, incorrect or misleading information.
- System will generate an email to the email address registered by the Customer to acknowledge that we have received your Order. Such acknowledgement does not constitute a promise of delivery of order Product.
- All reasonable efforts are made to ensure that the information provided on this site is correct and up-to-date. By accessing and using this site, you acknowledge and accept that your use of this site is at your own risk.
- We shall make every attempt to avoid errors in pricing and product information. If a mistake does occur, we reserve the right and absolute discretion to correct it, refuse or cancel any Order placed, or terminate the relevant Contract.
- You may not, at any time after the submission of an Order request changes or alterations to the Products or our services including, but not limited to, the scope, specifications, quantity ordered, time and place of delivery.
- Unless otherwise specified by the Company, all prices quoted on the Website are in Hong Kong dollars and are subject to adjustments at our absolute discretion from time to time without prior notice to you.
- Unless stated otherwise in the Confirmation, prices are exclusive of any and all applicable shipping fees, delivery charges, handling fees, insurance charges and Taxes (as defined hereinafter). For the avoidance of doubt, you shall be the importer of record and the party who must comply with all import and customs law and regulations of the destination country. You shall be responsible for the payment of any and all Taxes payable on the purchase of Products. “Taxes” means any present or future taxes (including taxes on Product and/or services), rates, levies, imposts, duties (including customs duties and stamp duties), deductions, charges, compulsory loans and withholdings (other than any such taxes on the overall net income of a party) which may be incurred in any jurisdiction and any interest, penalties, fines or expenses relating to any of them. You acknowledge that the payment of such Taxes is necessary for the Products to be cleared by and released form the customs authority of the destination country and/or delivered to the destination delivery address.
- Unless otherwise specified by us, payment for the Products shall be effected in Hong Kong dollars by way of credit/ debit card, Stripe, Shopify ShopPay or GooglePay, or telegraphic transfer on the issuance of the Confirmation.
- Your credit/debit card, Shopify, ShopPay or GooglePay payment will be processed by such service provider as we may engage from time to time ("Payment Processor"). Your credit/debit card, Shopify, ShopPay or GooglePay particulars will be passed onto the relevant financial institution through the Payment Processor. You do not and will not retain any of the Customer’s credit/debit card particulars.
- We are not be liable for any loss or damage arising directly or indirectly from:
- Customer’s failure to protect their personal data during the course of effecting any payment online;
- Customer’s failure to provide complete and accurate information during the online payment process; or
- any other reasons in connection with the specified mode of payment.
- Subject to the full payment in accordance with the provisions herein, we endeavour to deliver the Products to the Customer (i) 3 to 5 Business Days from the date we confirm an Order to the designated delivery address within the Hong Kong Delivery Zone (as defined in the Jurisdiction Specific Terms) free of charge or (ii) to the designated delivery address within the Overseas Delivery Zone (as defined in the Jurisdiction Specific Terms) subject to payment of applicable delivery charges and additional charges (Including without limitation insurance charges) as we may determine from time to time and stated in the Confirmation.
- Time of delivery of the Products will not be of the essence and is only our best estimate. Under no circumstances will we be liable to the Customer for any delay (however caused) in respect of the delivery of the Products (whether or not the same has been notified to you).
- Delivery of the Products shall be deemed to have taken place when they are delivered to the designated delivery address.
- If we are not able to deliver the Products to the designated delivery address due to reasons or uncertainties beyond our control or due to your provision of incomplete or inaccurate information, we are entitled at our sole and absolute discretion, without prejudice to their other rights and remedies, to store such Products at such place as we determine until delivery and charge you for any taxes and duties, delivery, insurance, storage and other charges we incur for storage and re-delivery of the Product.
- We reserve the right to revise any delivery service terms from time to time without prior notice to you.
- We shall pack or otherwise prepare all Products for shipment so as to secure the lowest transportation rates consistent with delivery requirements and standards in the precious assets industry, meeting requirements of carriers and safeguarding against damage from weather, transportation and storage.
- Unless otherwise agreed in writing by us, all online ordered Products will be shipped Delivery Duty Unpaid (DDU) as defined by in Incoterms 2000) to Customer’s named location. The risk of loss or damage shall pass to the Customer upon delivery of the Products to the delivery carrier. Title of the Products shall be transferred to you upon the delivery of the Products by us as defined by in Incoterms 2000) to Customer’s named location. The risk of loss or damage shall pass to the Customer upon delivery of the Products to the delivery carrier. Title of the Products shall be transferred to you upon the delivery of the Products by us.
Conditions of Products
- We shall as the Contract so require, produce, service, release and deliver all Products in accordance with the Confirmation and all requirements identified therein against the specification provided.
- Despite the foregoing, while we make every effort to describe the Products as accurately as possible, the actual characteristics of the Products (including but not limited to colour, grade, size, thickness and materials used, the printing on the Product, the colour, size and position of the printing on the Product) may differ or deviate slightly from those set out in the Website and/or Confirmation. We endeavour to keep such variation and/or deviation from the description as set out in the Website and/or Confirmation to 10%. Due to the characteristics of the materials of the Product, you acknowledge and agree that there may be creases and/or marks on the Products. To the fullest extent permissible under applicable law, we expressly disclaim any representation or warranty as to the accuracy of the characteristics and conditions of the Products, and we are not liable to you for any deviation, variation, inconsistency or discrepancy in respect thereof.
- Certain Products are water soluble, biodegradable, compostable. Certain Product dissolves in hot water at a temperature of 70 degrees Celsius or higher. It also dissolves in cold or room temperature but at a slower rate. In order to keep the Products in a good condition, it is delivered with protective outer packaging (please reuse and recycle it). When the Products are used as packaging, it is suggested to store in a clean room with good air circulation and natural ventilation. We suggest storing the Products in a cool and dry place, away from high temperature & humid, direct sunlight and at a temperature range between: 7°C~30°C, humidity: 20%~70%. If the Products will be used for sea freight shipping, the Products should be packaged in master blister polybag to avoid high humidity levels at sea. We do not recommend carrying liquids, wet, hot or heavy items with the Products for a period of time nor exposing the Products to high humidity and temperature. You acknowledge and agree that you shall inform your employees, authorised representatives, contractors, agents, licensees, end-users, etc. of such guidelines. In no circumstances shall we be responsible or liable for any claims or damages if the Products are not used in accordance with the guidelines provided by us from time to time, if the defect of the Product is caused by you, your employees, authorised representatives, contractors, agents, licensees, end-users or the Product is modified or altered by the Customer or your employees, authorised representatives, contractors, agents, licensees, end-users, etc.
- You acknowledge that you have made due inquiry and rely on your own skills and judgment when deciding whether the Product(s) is fit for purpose. Notwithstanding the aforesaid, we make no representation, warranty or condition to the Contract, express, implied, statutory or otherwise, regarding any matter, including any implied warranties or conditions of quality, workmanship, safety, legal compliance or fitness for a particular purpose.
No Refunds or Returns
- You understand, acknowledge and agree that we promote sustainability and that the Products are water soluble, biodegradable, compostable, susceptible to damages in high temperature and humid environment. To the extent allowed by applicable laws, there shall be no refunds and/or the Products cannot be returned under all circumstances.
- We are not obligated to perform its obligations hereunder or liable to the other for any damages or losses arising out of the delay or interruption of its performance under this Agreement due to:
- any act of God,
- act or mandate of governmental authority, act of public enemy,
- terrorism, war (whether or not declared), terrorism, riot, insurrection, vandalism or sabotage, flood, civil commotion, insurrection, strike, lockout, lockdown, ban limitation of work or other industrial disturbance,
- law, rule, or regulation of any government or governmental agency, and executive or administrative order or act of general or particular application;
- quarantine or customs restrictions;
- damage to or confiscation of property which is beyond our control;
- significant market disruption; or
- any other event beyond our control suffering the effects of any such event.
- If we are unable to supply the Product to you, you may purchase substitute Products on such terms or in such manner as it may deem appropriate, in which case any excess costs or other expenses incurred by you will be reimbursed by us. For the avoidance of doubt, we have no liability to you pursuant to this provision.
- We are not obligated to perform its obligations hereunder or liable to the other for any damages or losses arising out of the delay or interruption of its performance under this Agreement due to:
- All intellectual property rights in the content, user content, design, text, graphics and other materials on our site, and the selection or arrangement thereof are owned, controlled or licensed by or to us. Any unauthorized use without our prior written permission is strictly prohibited.
- All trademarks, product names and company names or logos used in our site are our property or that of their respective owners. No permission is given by us in respect of the use any logo, trade name, trademark, patent, design or other intellectual property of Distinctive Action, including but not limited to “#invisiblebag”, “invisible bag”, “invisible company” or “Distinctive Action”, without our prior written approval.
Liability under the Contract
- The Entire Set of Terms and the Contract set out the full extent of our obligations and liabilities in respect of the Site and sale of Product. Except as expressly stated otherwise, and to the extent permitted by applicable law, the Sites and the Product are provided "as is", without any representation, warranty or condition, whether express or implied, whether based on common law, statute or otherwise. We specifically disclaim and exclude any implied warranties of quality, merchantability, fitness for a particular purpose, non-infringement and any additional damages, compensation or indemnification.
- To the extent permitted by applicable law, we and all our officers, agents, employees, contractors, other representatives and affiliated companies (including without limitation holding companies, subsidiaries and group members) will not be liable for any: (i) indirect, special, incidental, consequential or punitive losses, damages or expenses; and (ii) damages for economic loss, loss of profits or loss of any of the following – revenue, clients, bargain, goodwill, anticipated savings, use of products, arising out of, in connection with or related to the Website and the sale of Product, howsoever arising, including as a result of negligence.
- The exclusion of liability herein applies regardless of the basis on which such liability arises, whether for breach of contract, in tort (including negligence), in equity, under statute, under an indemnity, for breach of conditions and warranties implied by custom, the general law or statute, in respect of any claims by a third party against you or otherwise and whether or not we were aware or should have been aware of the possibility of such loss.
- You must observe and comply with all applicable laws and regulations, including obtaining all necessary customs, import or other permits to purchase and receive Product from us. The importation or exportation of certain of our Product to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the Product you purchase.
- Our maximum aggregate liability to you, or to any third parties, whether in contract, tort or otherwise, arising out of, or in connection with the Contract is limited to the amount paid by you for the Order in respect of which the claim arises.
Disclaimer of Warranties and Limitation of Liability
- We do not represent or warrant that access to our site (including using our applications or software), or any part of it, will be uninterrupted, reliable or fault-free.
- We do not represent or warrant to you that our site or any of its contents will be accurate, complete or reliable.
- We do not represent or warrant that:
- any services (whether or not provided by us) will be provided with due care and skill; or
- any Product (whether or not provided by us) will be of merchantable quality or will be fit for any purpose (even if that purpose has been previously notified to us)
- You agree that no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us. Any information which you transmit to us is transmitted at your own risk.
- To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:
- any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our site (including using our applications or software) or any information on our site;
- the unavailability of our site (or any part of it), Product or services;
- any delay in providing, or failure to provide or make available, Product or services, or any negligent provision of Product or services;
- any Product not being of merchantable quality or fit for their intended purpose; or
- any misrepresentation on or relating to our site, the Product or the services.
- Save as required by law:
- Direct, special, indirect, appropriate, consequential or punitive compensation; and
- Compensation for economic losses, loss of profit, loss of income, loss of goodwill, loss of bargaining power, loss of opportunity, loss of expected savings, loss of data or damages, whether such losses or damages are foreseeable or whether it has been informed of any possible losses or damages on the basis of contract, tort (including but not limited to negligence), equity, laws, indemnity, the breach of basic terms or otherwise.
- In no circumstance shall the Terms exclude, restrict, or amend any laws or regulations to imply or enforce any conditions, guarantees, rights or remedies not permitted under the laws. If there are any non-excludable conditions or guarantees implied by laws, under which we can limit, restrict or amend such conditions guarantees or remedies, our liability for the violation of such conditions or guarantees will be limited under the fullest extent permitted by the laws. We may rectify such violation at its discretion based on the options available.
- Except to the extent prohibited by applicable law, we and our affiliates, their respective members, directors, agents, employees, contractors, business partners and other representatives shall be released from all liabilities arising from or in connection with the use of these Terms and the Service by you, whether such liabilities are resulted from the violation of contract, tort (including negligence) or equity, or arise from statue, indemnity, any violation of the conditions and guarantees implied by common practice, general laws or regulations, or any claims by a third party against you or otherwise, and whether we are aware or should have been aware of the possibility of such loss.
- You irrevocably and unconditionally agree to defend, indemnify and hold us, each of our Affiliates and their respective members, directors, agents, employees, contractors, business partners and other representatives harmless from and against all claims, actions, demands, liabilities, expenses, losses, damages and other costs whatsoever (including but not limited to any claims made against us by any third party) arising from or in connection with your use of the Service provided by us or your breach of these Terms.
- You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Product(s) from our site. We make no representation and accept no liability in respect of the export or import of the Product you purchase.
- You agree that each of these limitations is reasonable having regard to the nature of our site and in particular given that when you purchase Product through our site you will enter into a separate contract with the supplier in each case.
- Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these Terms.
- You represent, warrant and covenant that you will not:
- modify, adapt, translate, reverse engineer, decompile or disassemble any portion of our site (including our applications or software);
- frame or mirror any part of the site without our express prior written consent;
- create a database by systematically downloading and storing the Content, user content or any site content; and
- infringe any copyright, design right and intellectual property right in the Product.
- You represent, warrant and covenant that you will not:
- The intellectual property rights in all Content are owned, controlled or licensed by or to us. Except for the rights expressly granted to you under these Terms, nothing in these Terms shall confer on you any right or interest in the Content and all other rights are reserved to us.
- Subject to these Terms, you may use the Content for your own personal purposes.
- Unless you have our express written consent or you are expressly authorised by law to do so, you shall not:
- use the Content for any commercial or other non-personal purpose;
- make any copies of the Content or transfer the Content to any other device or any other person; or
- otherwise reproduce, distribute, communicate to the public, modify, reformat, prepare derivative works of or display the Content.
- You acknowledge and agree that we may cease to supply any of the Content to you at our sole discretion if you are in breach of any of the terms of this Terms.
- We shall use all reasonable commercial endeavors to ensure the accuracy of the Content but gives no warranties and makes no representations, express or implied, statutory or otherwise regarding the accuracy, quality or completeness of the Content or its fitness for any purpose and we exclude any liability relating to it. You also agree that responsibility for the content of advertisements appearing on our site rests solely with the advertisers. The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’ products and each advertiser is solely responsible for any representations made in connection with its advertisement. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy of information contained on our site.
- For any enquiries, please contact us by email at email@example.com.
Jurisdiction Specific Terms
- “Hong Kong Delivery Zone” means within Hong Kong except for such place(s) which we may decide to exclude from delivering from time to time at our sole discretion.
- “Overseas Delivery Zone" means anywhere other than Hong Kong which we may deliver from time to time at our sole discretion. Please check the shopping cart to see if we deliver to the relevant Territory. We reserve the right to amend or adjust the definition or meaning of "Overseas Delivery Zone" in our absolute discretion from time to time without prior notice to you.
- In the event of any discrepancy between the Chinese version (if available), the Spanish version (if available), the Japanese version (if available) and the English version of the Terms, the English version shall prevail.
- Where in these terms representations and warranties are made to us and to suppliers of the Product through our site, you acknowledge and agree that such representations and warranties are intended to grant rights to, and operate for the benefit of, all such suppliers and that each such supplier may rely upon and enforce such representations and warranties against you.
- We reserve the right at any time without notice to revise the content of our site (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised terms and conditions of use. This right includes the right to change any of the documentation which forms part of these terms and conditions.
- We have made every effort to make clear whether the quoted prices for Product available through our site include any relevant tax or duty. Where in any case it is not clear please note before you make an Order that you might be required to bear a liability to tax or duty (for example value added tax) imposed by the supplier or by operation of law that is in addition to the price.
- We reserve the right at our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide our services to any user that is in breach of these terms and conditions.
- We shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control.
- If any clause hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other clause and such invalid clause shall be deemed to be severed from these terms and conditions.
- We may assign these terms and conditions or appoint any third party, including our group companies, to provide the services to you on our behalf or to perform any of our obligations under these terms and conditions.
- You shall not assign or otherwise deal with its rights and obligations under these terms and conditions, whether in whole or in part without our written consent.
- These terms and conditions set forth the entire agreement and understanding of the parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of these terms and conditions. Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth in these terms and conditions.
- These terms and conditions are governed by the laws in force in Hong Kong. You agree to submit to the exclusive jurisdiction of Hong Kong courts.