ShopHK Terms and Conditions

1. Definitions and Interpretations

1.1. In these ShopHK Terms, the following words and expressions shall have the meanings respectively assigned to them hereunder:

1. "Designated Customers": Designated commercial customers of Hong Kong Telecommunications (HKT) Limited (“HKT”).
2. Force Majeure: Shall include the act of God, disasters and calamities, pandemics, epidemics, war and other hostilities, civil commotion, acts or restraints of governments, change of government, imposition or restrictions of import or export, or any other cause not within the reasonable control of and which is unforeseen or if foreseen is unavoidable and which renders impossible the performance of any material obligation or the exercise of any material right under these ShopHK Terms.
3. "Griddy Fulfilment Plans": On-demand warehousing and fulfilment services provided by Synagie.
4. "HKT": Hong Kong Telecommunications (HKT) Limited.
5. “Marketplaces”: Refer to the Southeast Asian leading eCommerce marketplaces such as Lazada and Shopee
6. "Merchant": A subscriber of the ShopHK plan who lists products on the Synagie ShopHK Store.
7. “Products”: The list of products or merchandise that the Merchant desires to sell on the Marketplace platforms.
8. “ShopHK”: A cross-border digital commerce programme powered by Synagie, designed to help brands and merchants sell from Hong Kong to Southeast Asia through a unified platform. "Synagie ShopHK Store": A multi-brand concept store on Southeast Asian marketplaces owned and managed by Synagie.
9. "Synagie ShopHK Store": A multi-brand concept store on Southeast Asian marketplaces owned and managed by Synagie.

2. Eligibility and Product Compliance

2.1. The ShopHK programme is exclusively available to Hong Kong brands and merchants.

2.2. The selection and approval of brands and product listings for Synagie ShopHK shall be based on their authenticity and origin from Hong Kong, substantiated by at least two of the following criteria:

1. The brand is founded or has its headquarters in Hong Kong;
2. The products are conceptualized or designed in Hong Kong, even if manufactured elsewhere;
3. The brand story, packaging, or overall product experience reflects cultural relevance to Hong Kong’s lifestyle and local identity;
4. The brand holds official recognition or certification from the Hong Kong government or a recognized body such as the Hong Kong Brand Development Council, or possesses a valid “Made in Hong Kong” mark license.

2.3. Products listed must comply with the destination country’s laws, including product regulations and respective Marketplace (e.g. Lazada, Shopee) regulations. Prohibited category products will be rejected.

2.4. Synagie reserves the right to review, approve or reject product listings.

3. Scope of Services

3.1. Synagie operates cross-border Synagie ShopHK Stores for Hong Kong-based Merchants to sell their Products from Hong Kong to Southeast Asia through Synagie Platform.

3.2. Synagie is the Merchant-on-Record of the Synagie ShopHK Stores and manages disbursements, fees, logistics and fulfilment.

3.3. ShopHK subscription includes only the entitlements listed under the selected plan. Optional services may be subscribed to separately and are governed by applicable on-demand service terms.

4. Subscription Plans and Fulfilment Requirements

4.1. ShopHK plan’s pricing and entitlements are published on https://synagie.com/shophk.

4.2. A discounted rate of HKD99/month applies exclusively to Designated Customers; otherwise, standard rates of HKD399/month apply.

4.3. All Merchants who subscribe to list on Synagie ShopHK Store must also subscribe to a Griddy Fulfilment Plan.

4.4. Fulfilment services are rendered by Synagie-appointed third-party partner located in Hong Kong.

4.5. Griddy Warehousing and Fulfilment Terms govern the warehousing, liability and product delivery obligations.

5. Product Title

5.1. Where Synagie is the Merchant-on-Record of the Synagie ShopHK Stores, the Merchant agrees that at all times, the title of the Products (i.e. ownership of the Products) belong to the Merchant, until the Products are sold by Synagie on Synagie ShopHK Stores, in which the case is, the title of the Products shall pass to Synagie. The title of the Products shall be passed to the third party only when delivery of the Products to the third party is successfully completed.

6. Marketing and Campaign Participation

6.1. Merchants may optionally subscribe to Synagie on-demand marketing packages to promote their products on the Syngaie ShopHK Stores.

6.2. Merchants are encouraged to plan and participate in platform campaigns to enhance product visibility and sales conversion.

6.3. All Marketplace platform’s marketing charges, product price promotion costs and campaign participation fees are to be fully borne by the Merchant.

7. Sales Disbursement and Service Fee Settlement

7.1. Synagie will issue weekly settlement reports detailing:

1. Gross customer paid prices;
2. Marketplace platform fees, including but not limited to commission, transaction, campaign participation, affiliate marketing and delivery charges;
3. Synagie service fees, including but not limited to Synagie commissions, on-demand service fees and payment gateway charges.

7.2. Net sales proceeds (after all deductions) shall be credited weekly to the Merchant's wallet.

8. Term, Termination, Suspension and Permanent Account Deletion

8.1. ShopHK plans carry a minimum commitment of 24 months from subscription (“Commitment Period”).

8.2. ShopHK plans are billed in advance on a monthly recurring basis in accordance with date of subscription.

8.3 Early termination of Merchant’s Subscription to ShopHK plan before the expiry of the Commitment Period shall result in the following:

1. Merchant’s immediate obligation to pay Synagie upon demand, all accrued charges, being the total monthly charges (at the then prevailing tariff) for the use of the ShopHK payable from the date of early termination to the date of expiry of such Commitment Period and any sum payable in such event;
2. Suspension of Synagie’s account access for seven (7) calendar days should Synagie not receive the payment after the due date;
3. Full deactivation of account access on the 8th calendar day of non-payment.

8.4. The account shall be reinstated and processed within 1 working day upon receipt of payment, after suspension.

8.5. Termination, suspension and disengagement procedures are subject to relevant clauses under the SaaS Terms, CaaS Terms and Griddy Warehousing and Fulfilment Terms.

8.6. For disengagement of Synagie ShopHK, and Griddy Plans, please reach out to help@synagie.com

8.7. Synagie shall reserve the rights to permanently delete the account, after 24 consecutive months of non-payment by the merchant

9. Warranties, Undertakings and Remedies

9.1. The Merchant undertakes and represents and warrants to Synagie that: –

1. The Products are of merchantable quality, fit for the purpose for its intended usage, consistent with the nature of the Products;
2. The Products must satisfy the necessary safety requirements and have passed all tests as may be required in the country of manufacture and also in the destination countries of the cross-border marketplace stores;
3. The Products must be compliant and satisfy the requirements of all applicable laws, regulations and guidelines in the country of sale and have obtained and maintain all approvals, permits, registrations and notifications;
4. Merchant shall ensure that any information provided is accurate, current, complete and is not misleading or otherwise deceptive;
5. Merchant shall warrant that the Product listed on Synagie ShopHK Store is not counterfeit, “replica” or name brand “knock off” products or products violating any Intellectual Property Rights of any other third party;
6. Synagie reserves the right to remove the non-compliant Products from Synagie and sale on Synagie ShopHK Stores.

10. Limitation of Liability and Indemnity

10.1. No Warranties: The ShopHK are provided “as is” and “as available” without any warranty or condition, express, implied or statutory. Synagie does not guarantee that the ShopHK will be uninterrupted, secure or error-free.

10.2. Limitation of Damages: To the maximum extent permitted by law, Synagie, its affiliates and its suppliers shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including loss of profits, goodwill, use of data, arising out of or related to your use of the ShopHK, even if advised of the possibility of such damages.

10.3. Indemnity: You agree to indemnify, defend and hold harmless Synagie, its affiliates, officers, employees and agents from any claims, damages, liabilities, penalties and expenses (including reasonable legal fees) arising out of:

1. your breach of these ShopHK Terms or applicable laws;
2. any third-party claim related to the sale, marketing or performance of your Products;
3. any unauthorized use of Synagie’s services or data by your employees or agents.

11. Use of Merchant’s Name by Synagie

11.1. Notwithstanding anything contrary to these ShopHK Terms, the Merchant agrees Synagie may use the Merchant’s name and/or brand/s to identify it as a Merchant and/or brand partner on, but not limited to, Synagie’ s website, social media, other marketing, communication or media channels or as required under the admission to listing rules and regulations of any stock or investment exchanges or regulated markets.

12. General

12.1. Modifications: Synagie reserves the right to amend these ShopHK Terms at any time. Continued use of the ShopHK after such amendments shall constitute acceptance.

12.2. The Synagie Contracting Entity is Synagie Hong Kong Limited, a company incorporated in Hong Kong, with its registered address at 5/F International Trade Tower, 348 Kwun Tong Road, Kowloon Hong Kong, SAR.

12.3. Governing Law: These Terms entered into, with you for your access or use of our platform, are governed by and shall be construed in accordance with the laws of Hong Kong, SAR.

12.4. All disputes, differences or questions arising out of these ShopHK Terms including the interpretation of the terms herein or with regard to the obligations, failure or breach of any terms thereof by any of the parties and/or compensation/damages payable under these ShopHK Terms or of any matter whatsoever arising under these ShopHK Terms, which have not been settled amicably within thirty (30) calendar days from the commencement of informal negotiation, shall be referred by either party to arbitration in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules. The proceedings of arbitration shall be conducted in English. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the mutual agreement of the parties, failing which the appointment shall be made by the president of the HKIAC. The decision or award so given by the arbitrators shall be final and binding on the parties hereto.

12.5. Synagie shall not be bound to meet any obligation if prevented from doing so as a consequence of Force Majeure, which shall be notified to the Merchant as to the nature and extent of the circumstances in question. For the avoidance of doubt, the Synagie shall continue to perform all of its obligations under these ShopHK Terms which are not affected by the Force Majeure.

Terms Last updated: 07 July 2025