The following Terms and Conditions constitute the whole legal agreement between you and Tangs Department Stores Ltd ("we", "our" or "us") and govern your use of the website at www.shanghaitang.com (the "Site") and the services offered on the Site (the "Services") and completely supersede and replace any prior agreements between you and us in relation to your use of this Site and the Services. If you do not wish to agree to be bound by these Terms and Conditions or any amended Terms and Conditions that may replace these Terms and Conditions in the future, you are not authorized to use the Site or the Services.

We may make changes to the Terms and Conditions from time to time. When these changes are made, we will make a new copy of the Terms and Conditions available on the Site. We are under no obligation to provide you with notices regarding changes to the Terms and Conditions. It is your responsibility to check the Terms and Conditions regularly for changes and prior to each usage.

If we make any changes to the Terms and Conditions after you have placed an order, the changes to the Terms and Conditions will not affect that order, unless we are required to make the change by law.

If you are under 18 years old, you must let your parent or guardian know about the Terms and Conditions as well as our Privacy Policy at Shanghaitang.com, and you must secure their involvement and approval before you register to use this Site or any of the Services. We reserve the right to only accept orders from customers who are over 18 years old.

Violations of Terms and Conditions: Please report any violations of the Terms and Conditions by email to customerservice@shanghaitang.com.

Governing Law

The Terms and Conditions together with all our policies and procedures will be governed by and constructed in accordance with the relevant laws as follows:

-For orders shipped from London: The Terms and Conditions together with all of our policies and procedures will be governed by and construed in accordance to the laws of England and Wales and the relevant courts of England and Wales will have exclusive jurisdiction.

-For orders shipped from New York: The Terms and Conditions together with all of our policies and procedures will be governed by and construed in accordance to the laws of the State of New York, without regard to its conflict of law principles. You agree to submit to the exclusive jurisdiction of the State and Federal courts in New York City, New York, and waive any claim or defense of inconvenient forum or lack of personal jurisdiction in such forum under any applicable law or decision or otherwise.

-For orders shipped from Hong Kong: The Terms and Conditions together with all of our policies and procedures will be governed by and construed in accordance to the laws of Hong Kong Special Administrative Region (“HKSAR”) of the People’s Republic of China and you agree to submit to the exclusive jurisdiction of the courts of the HKSAR.

Modifications to the Services

We are constantly innovating in order to provide the best possible experience to you and other users of the Site and the Services. You acknowledge and agree that the form and nature of the Services may change from time to time without prior notice to you. You further acknowledge and agree that we may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at our sole discretion, without prior notice to you. By accessing this Site, you acknowledge and agree to any modifications to the Services and accept and agree to be bound by them.

Limits on liability

You agree that you will comply with all of the provisions of the Terms and Conditions (as may be amended from time to time). You understand that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and Conditions and for the consequences (including any loss or damage which we may suffer) of any such breach.

Nothing in the Terms and Conditions is intended to affect your rights under the applicable law.

If we breach the Terms and Conditions, we shall only be liable for losses that are direct losses and a reasonably foreseeable consequence of such a breach. Losses are foreseeable where, for example, they could be contemplated by you and us at the time of you place your order. We shall only be liable for losses up to 150% of the total value of goods purchased by you.

We are not responsible for losses that are not caused by our breach of these Terms and Conditions or through negligence or indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and us (for example, loss of profits or loss of opportunity).

We are also not responsible for any failure by us to meet any of our obligations under the Terms and Conditions where such failure is due to events which are beyond our reasonable control.

No waiver

If you breach the Terms and Conditions and we take no action against you, we will not be regarded as having waived any of our rights and remedies and we will still be entitled to use or enforce our rights and remedies in any other situation where you breach the Terms and Conditions.

Indemnification

At our request, you agree to compensate us fully, defend, indemnify and hold us, our officers, directors, employees, agents, affiliates, licensors and suppliers, harmless from and against all liabilities, claims, expenses, costs, damages and losses, including legal fees, arising from or related to any breach of the Terms and Conditions by you including the use by any other persons accessing this Site using your Internet account as a result of or in relation to your action or inaction.

Our relationship and your activity

You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms and Conditions or your use of this Site or our provision of the Services. You agree that you may not and will not hold yourself out as our representative, agent, or employee, and we shall not be liable for any representation, act or omission on your part.

You agree that you will be personally responsible for your use of this Site and for all of your communications and activity on and pursuant to this Site. If we determine that you are or have been engaged in unauthorized activities, were not respectful of other users, or otherwise violated the Terms and Conditions, we may deny you access to this Site at any time on a temporary or permanent basis.

Your registration

To use some of the Services, you will need to register on the Site. When you register, you will be requested to provide your personal details. In particular, in registering on the Site, you must provide your legal name (corresponding to the one that appears on your identity document, if any), date of birth, phone number, email address and other requested information as indicated.

Furthermore, when ordering items, you will be required to provide payment details and you represent and warrant that the payment details you provide on ordering are both valid and correct and you confirm that you are the person referred to in the Billing Information provided. In all cases, you are required to provide information about yourself that is true, accurate, current and complete in all respects.

Should any of your registration information change, please notify us immediately at the following email address: customerservice@shanghaitang.com. You should also view our Privacy Policy which explains how we look after your personal information. We may change registration requirements from time to time and, should any such changes be made, these will be detailed within amended Terms and Conditions as described above.

You will receive a username and password as part of the registration process. You are responsible for maintaining the confidentiality of your password and account and all activities that occur in connection with these. You agree to immediately notify us of any actual or suspected unauthorized use of your password or account or any other breach of security.

Your eligibility for purchase

You may make purchases from the Site only if you meet our Terms of Eligibility. These are:

• you are an individual age [18] or older; and
• you have been issued with a valid credit card by a bank approved by us (see below); and
• you are purchasing for your own use and not for resale

A bank will generally be acceptable to us if it authorizes shanghaitang.com to process a charge or charges on your credit card in the amount of the total purchase price for the merchandise which you are purchasing.

We reserve the right to refuse to supply multiple quantities of an item being shipped to any single customer or postal address.

By making an offer to purchase merchandise, you expressly authorize us to perform credit checks and, where we feel that it is necessary, to transmit or to obtain information about you to or from third parties from time to time, including but not limited to your credit-card number or credit reports (including credit reports for your spouse if you reside in a community property jurisdiction) but only

• to authenticate your identity;
• to check the validity of your credit card;
• to obtain an initial credit card authorization; and/or
• to authorize individual purchase transactions.

Please refer to our Privacy Policy for further information about how we use your data.

Order acceptance

All orders are subject to acceptance and availability. We offer products for sale that are in stock and available for dispatch from our distribution centers.
Once you have made your choice and your order has been placed, you will receive an email acknowledging the details of your order (“your order has been received” email). This email is NOT an acceptance of your order, just a confirmation that we have received it.

We reserve the right, with or without notice, to cancel or reduce the quantity of product ordered, in our sole discretion, if we determine your order violates our Terms and Conditions.

Unless you cancel your order beforehand in accordance with these Terms and Conditions, acceptance of your order and completion of the contract between you and us will be completed when we send an email to you to confirm that the goods have been dispatched (“your order has been shipped” email).
This confirmation email will be sent to the email address given in your order form and will detail products ordered, payment method, cost (including VAT and shipment charges).

You must check that all the details on this confirmation email are correct and contact us as soon as possible if any details are incorrect.

If your order has not been accepted, you will receive an email from us explaining the reasons.

We reserve the right, in our absolute discretion, not to accept your order. In particular, we will not accept your order if, for example:

• we are unable to obtain authorization for payment;
• shipping restrictions apply to a particular item;
• the item ordered is out of stock or does not satisfy our quality control standards and is withdrawn; or
• you do not meet the Terms of Eligibility set out above within these Terms and Conditions.

We may also refuse to process and therefore accept a transaction for any reason or refuse service to anyone at any time at our sole discretion.

We will not be liable to you or any third party by reason of our:

• withdrawing any merchandise from the Site whether or not that merchandise has been sold;
• removing, screening or editing any materials or content on the Site;
• refusing to process a transaction or unwinding or suspending any transaction after processing has begun but before goods have been shipped to you.

Sales contract

The sales contract concluded for the online purchase will be subject to the standard terms and conditions of sales of Shanghai Tang.

The sales contract between you and us is therefore concluded when your order is shipped from our logistic location in Hong Kong: Your contract is concluded in Hong Kong, Hong Kong SAR and the language of the contract is English.

VIP Privilege

Membership annual discount and birthday discount cannot be used in conjunction with any other promotion code, offers or special items (such as leather products), and must be redeemed by the date published, if provided.

Points to Cash Voucher

All eligible points can be redeemed for a cash voucher of HK$200 / US$30 (or the equivalent amount in local currency). Every 10,000 points can redeem one cash voucher, and each transaction can only be applied once. This voucher cannot be exchanged for cash, used to settle outstanding credit amounts, sold, or traded in any manner.

Currencies

If you are a customer whose credit card is denominated in [any currency other than U.S. Dollars] [GBP, Euros, RMB, HKD or other foreign currencies], the final price will be calculated in accordance with the applicable exchange rate on the day your credit card company processes the transaction.

Price adjustment

We are unable to offer price adjustment on items originally purchased in a sale or on any special promotion items that are temporarily reduced in price. Once an item has been purchased at a discounted sale price, no price adjustment will be offered should the item be further marked-down.

Payment method

Payment can be made by Visa or MasterCard credit or debit cards and any other methods which may from time to time be clearly advertised on the Site. Payment will be debited and cleared from your account upon dispatch of your order by us.

You confirm that the credit/debit card that is being used is yours or that you have been specifically authorized by the owner of the credit/debit card to use it. All credit/debit card holders are subject to validation checks and authorization by the card issuer. These may include the credit checks described under " Your eligibility for purchase" described above. If the issuer of your payment card refuses to authorize payment to us, we will not be liable for any delay or non-delivery. You will remain liable for the purchase price of your order if for any reason your credit card company fails to pay us in full for the amount charged to your account.

Payment security

We take all reasonable care to make our Site secure. All credit card transactions on this site are processed using a secure online payment gateway that encrypts your card details in a secure host environment. If you are a registered user of the Site, we will securely store your credit card details on our systems where permitted by law (please see also Privacy Policy for details of how we look after your information stored on our systems). These details will be fully encrypted and only used to process card transactions which you have initiated. [Note that PCI-DSS standards and law in some U.S. states prohibit storing CVV numbers.]
To help ensure that your shopping experience is safe, simple and secure, the Site uses Secure Socket Layer (SSL) technology.

Furthermore, we will take all reasonable care, in so far as it is in our reasonable control to do so, to keep the details of your order and payment secure, [but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorized access to any data you provide when accessing or ordering from the Site.] [Note that the bracketed provision might be unenforceable in some U.S. states]

Insurance and delivery

We insure each purchase during the time it is in transit until it is delivered to your specified delivery address. We require a signature for any goods delivered, at which point responsibility for your purchased goods passes to you. If you have specified a recipient who is not you for delivery purposes (for example as a gift) then you accept that evidence of a signature by them (or at that delivery address) is evidence of our delivery and fulfillment and transfer of responsibility in the same way as if you were the recipient.

Please note that we aim to dispatch all orders within 48 hours. Estimated delivery times (as mentioned into our Help section of our Shop-On-Line) are to be used as a guide only and commence from the date of dispatch. We are not responsible for any delays caused by destination customs clearance processes or any situation or circumstance which is not within our reasonable control.

Intellectual Property rights

Your use of this Site and its contents grants no rights to you in relation to any copyright, designs, trademarks and any other intellectual property and material rights relating to the Content (as described in the content section below), including Shanghaitang.com Software and all HTML and other code contained in this Site. All such Content, including third party trademarks, designs and related intellectual property rights mentioned or displayed on this Site are protected by national intellectual property and other laws and international treaty provisions. You are authorized to use the Content only as expressly authorized by us and/or its third party licensors strictly in accordance with the terms and conditions as set out herein. Any reproduction or redistribution of the Content is not authorized and may result in civil and criminal penalties. Without limiting the foregoing, copying and use of the above listed materials to any other server, location or support for publication, reproduction or distribution or any other purposes not expressly authorized hereunder is expressly not authorized. However, you are authorized to make one copy for the purposes of viewing Content for your own personal use.

All comments, suggestions or other communications posted to the Site or otherwise sent to us shall be and remain our sole property. By submitting any comments, suggestions or other communications to us, you grant us a perpetual, worldwide, irrevocable, royalty-free license to use those materials in any way that we deem appropriate. You further agree that we may use, copy, disclose, publish and distribute such materials without restriction and without any obligation to compensate you.

The Shanghai Tang name and associated product names are trademarks or registered trademarks of Tangs Department Stores Ltd (the “Shanghai Tang Marks”). You are not authorized to display or use in any manner any Shanghai Tang Mark without our prior written consent.

The product designs and product materials used for our products are our exclusive property and are protected by applicable copyright and other proprietary rights and laws. You are not authorized to reproduce, sell or otherwise use these designs or materials, in whole or in part.

Content

In addition to the Intellectual property rights mentioned above, "Content" is defined as any graphics, photographs, including all image rights, sounds, music, video, audio or text on this Site. We make no representations or warranties about the accuracy or completeness of the information contained on this Site, and you should confirm any information presented on this Site before relying on it in any way.We do not promise that the functional aspects of the Site or the Content will be error free or that this Site, the Content or the server that makes it available are free of viruses or other harmful components. We always recommend that all users of the Internet ensure they have up to date virus checking software installed.

Commercial use

This Site is for your personal, non-commercial use only. You are not authorized to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer or sell any content, software, products or services contained within this Site. In that connection you are not authorized to collect and use any product listings, descriptions, photographs or prices displayed on this site in connection with competing with the Site or for other commercial purposes; or create, reproduce and/or distribute any materials derived from the content provided on the Site. You are not authorized to use this Site, or any of its Content, to further any commercial purpose, including but not limited to any advertising or advertising revenue generation activity on your own Site.

Links to websites of other parties

We may include hyperlinks on this Site to other websites or resources operated by parties other than us, including advertisers. We have not reviewed all of the sites linked to this Site and are not responsible for the content or accuracy of any off-site pages nor are we responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external websites or resources.

Confidentiality

You understand that we grant the operators of public search engines (for example, Google) authorization to use spiders to copy materials from this Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. Other than operators of public search engines who are authorized to copy materials from this Site for the above described purposes, you are not authorized to use, access, search, monitor, copy, or harvest information or data from this Site through the use of any automated means, including, but not limited to, agents, robots, scripts, or spiders.

Functionality of the Site

You are not authorized to use the Site in a manner that exceeds the norms of intended use established by the above stated Terms and Conditions governing this Site.[1] Thus, you are not authorized to gain access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site.

Disclaimer of warranties

Your use of the Site is at your sole risk. This Site and all Content on the Site are presented on an “as is” basis. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Protection of privacy

Information you give to us about yourself is subject to our Privacy Policy. We encourage you to read and understand our privacy practices before continuing.