Unless otherwise defined in this Agreement, capitalized terms are defined as follows:
"ASP" means Asia Supply Partners Limited, a company incorporated in Hong Kong.
"Merchant" or "You" refers to the business entity using our Services.
"Services" refers to all services provided by ASP: the Subscription (SaaS access), Catalog, Sourcing, Quality Control, Fulfillment, and Shipping.
"Goods" refers to physical products sourced, stored, or shipped.
"Carrier" refers to third-party logistics providers (e.g., SF Express, DHL).
"QC" refers to Quality Control inspection services.
"Dashboard" refers to the ASP online platform for order management.
"Sourcing" refers to the service through which ASP identifies, negotiates with, and procures from suppliers and manufacturers within its global network of suppliers and third-party marketplaces on behalf of the Merchant.
"Subscription" refers to the annual B2B subscription providing access to the platform and its features (Pioneer tier €269 and Standard tier €499).
"Catalog" refers to the selection of Products offered for resale by ASP, sourced from its global network of suppliers, third-party marketplaces, and manufacturers.
2.1 Acceptance. By creating an Account or using the Services, you acknowledge that you have read, understood, and agreed to be bound by this Agreement. If you do not agree, you are not authorized to use the Services.
2.2 B2B Only. ASP provides services exclusively to business entities. Consumers (B2C) are strictly prohibited from creating accounts.
2.3 No Right of Withdrawal (B2B). As the Services are provided exclusively to professionals in the course of their business, the fourteen (14) day right of withdrawal and other mandatory protections reserved for consumers under European Union law (notably Directives 2011/83/EU and 2019/2161) and national laws do not apply. The Merchant declares that they are acting for professional purposes and acknowledges that no "consumer" protections apply to them.
2.4 Modifications. ASP may modify this Agreement at any time. Your continued use of the Services constitutes acceptance of the modified terms.
3.1 Account Security. You are responsible for maintaining the confidentiality of your login credentials. You accept responsibility for all activities that occur under your account.
3.2 Data Ownership. You retain all rights to your data. You grant ASP a license to use your data solely to provide the Services (e.g., shipping labels, customs declarations).
You warrant that your Products are NOT: counterfeit, illegal, hazardous materials (Hazmat), weapons, drugs, or products that violate intellectual property rights. ASP reserves the right to destroy prohibited items at your expense.
8.1 Broker Role. ASP acts as a property broker, arranging transport with authorized Carriers (e.g., SF Express, DHL, Fedex). ASP is NOT a Carrier.
8.2 Delivery Estimates. Shipping times are estimates only. ASP is not responsible for delays caused by Customs, weather, or Carrier capacity issues.
8.3 Loss / Damage. Liability for loss in transit is limited to the coverage provided by the Carrier (often minimal). Additional Transport Insurance is strongly recommended.
8.4 Importer of Record, Customs, and Taxes. Unless otherwise agreed in writing, the Merchant (or its recipient) is the importer of record and remains solely responsible for customs classification, declarations, licenses, duties, import VAT, and other taxes. ASP acts solely as an intermediary/commission agent and assumes no liability for delays, inspections, fines, penalties, seizures, confiscations, or destruction ordered by customs or any authority, nor for inaccurate or incomplete information provided by the Merchant. Where ASP is IOSS-registered, this scheme applies only to eligible shipments to the EU and does not relieve the Merchant of its other tax and customs obligations. All duties, taxes, and fees incurred are the responsibility of the Merchant.
9.1 Each party shall protect the other’s Confidential Information with at least the same degree of care as it uses for its own and shall use it only for the performance of the Agreement.
9.2 ASP Trade Secrets. The Merchant expressly acknowledges that the identity of ASP’s suppliers, manufacturers, and subcontractors, contact details, supply sources, purchase prices, margins, cost structures, methods, and sourcing documentation constitute highly valuable trade secrets and Confidential Information of ASP. The Merchant agrees not to disclose, copy, reverse engineer, or exploit them for any purpose other than the authorized use of the Services. This obligation survives for five (5) years after the end of the relationship and indefinitely for items protected as trade secrets.
9.3 Injunctive Relief. In the event of any breach of this confidentiality clause causing irreparable harm, ASP may seek injunctive or other equitable relief, in addition to any other remedies, without the need to post a bond.
ASP’s access to its network of suppliers, manufacturers, carriers, and negotiated rates constitutes the core of its value. During the term of the relationship and for a period of twenty-four (24) months thereafter, the Merchant agrees, directly or indirectly, by itself or through a third party, NOT TO:
In the event of a breach, and without prejudice to any other remedies (damages, injunctive relief, termination), the Merchant shall be liable for a reasonable liquidated damages amount equal to the commissions and margins that ASP would have earned on the diverted transactions, plus collection costs. The obligations under this article shall survive termination.
11.1 The platform, software, interfaces, databases, content, trademarks, logos, designs, know-how, and all ASP documentation remain the exclusive property of ASP or its licensors. No rights are transferred to the Merchant, other than a limited, non-exclusive, non-transferable, and revocable right of access and use for the duration of the Subscription and for the intended purposes only. The Merchant shall not copy, modify, decompile, disassemble, or create derivative works. The Merchant retains ownership of its own trademarks and content provided and warrants that it holds the rights thereto.
11.2 Any feedback, suggestions, or ideas for improvement provided by the Merchant may be freely used by ASP without compensation or obligation.
You must defend, indemnify, and hold ASP harmless from any Claims arising from: (a) your breach of this Agreement; (b) your negligence or willful misconduct; (c) product liability claims concerning your Products; (d) infringement of intellectual property rights; (e) fines or customs duties.
The standard liability of Carriers is often limited (by weight). ASP strongly recommends that the Merchant purchase additional shipping insurance ('Ad Valorem') to cover the actual value of the goods against loss or damage during transit.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, THE PLATFORM, AND THE PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
ASP does not warrant that Products will be free from defects, meet the Merchant's expectations, or be fit for resale in any given market. Quality Control, when provided, is a best-effort inspection based on sampling, and not a guarantee (Article 6).
ASP offers no warranty regarding third-party services (carriers, payment providers, suppliers) and disclaims all liability based on representations not expressly stipulated in this Agreement.
15.1 Non-Excluded Liability. Nothing in this Agreement excludes or limits ASP's liability in the event of: (a) death or personal injury caused by negligence; (b) deceit or fraudulent misrepresentation (fraud); (c) gross negligence or willful misconduct; (d) breach of a fundamental or essential ("cardinal") contractual obligation; (e) product liability or mandatory legal warranties; or (f) any other liability that cannot be legally excluded or limited under applicable law.
15.2 Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, ASP SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITIES, WHETHER THE DAMAGE IS CONTRACTUAL, TORTIOUS, OR OTHERWISE, EVEN IF ASP HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
15.3 Third Parties and External Causes. ASP is not liable for the acts, omissions, failures, delays, or insolvency of suppliers, manufacturers, carriers, payment providers, customs authorities, or other third parties, nor for the Products themselves (vices, non-conformity, latent defects), nor for transit delays, seizures, duties, taxes, or fines, nor for any event of force majeure (article regarding force majeure).
15.4 Limitation of Liability. Subject to the foregoing (Non-Excluded Liability) and to the fullest extent permitted by applicable law, the total cumulative liability of ASP, for all causes combined, shall not exceed the total Fees actually paid by the Merchant to ASP for the specific Service giving rise to the claim during the three (3) months preceding the event that gave rise to it. This cap constitutes an essential basis of the economic balance of the Agreement.
15.5 Product Value. Liability for inventory loss is capped at the manufacturing cost (factory invoice), not the retail value.
15.6 Mandatory Exceptions. Nothing in this Agreement excludes or limits liability to the extent prohibited by applicable law, particularly in cases of deceit, fraud, gross negligence, or death/personal injury caused by ASP's negligence.
16.1 ASP may, acting reasonably and in good faith and without incurring liability, restrict, suspend, or block a Merchant's access in the event of a suspected or proven breach of this Agreement; these powers are exercised only for the reasons listed below (16.3) and only to the extent reasonably necessary to protect its legitimate interests. Depending on the severity and repetition of the breach, the suspension may be applied for a graduated duration of 24 hours, 48 hours, 72 hours, 1 week, or 1 month. Suspension for a proven reason may take effect immediately.
16.2 In the event of a serious or repeated breach, or recidivism following a sanction, ASP may permanently terminate the account and end all Services, immediately and without notice when circumstances justify it, at its sole discretion. Suspension, blocking, or termination DOES NOT ENTITLE THE MERCHANT TO ANY REFUND (including of the annual Subscription, Article 5.5) and does not extinguish any outstanding debts.
16.3 Enumerated grounds for suspension or termination: Fraud or attempted fraud; chargebacks or unpaid balances; bypassing ASP or contacting suppliers directly (Article 10); reselling or sharing access; illegal, counterfeit, dangerous, or prohibited products; infringement of third-party intellectual property rights; violation of international sanctions, anti-money laundering (AML/KYC) rules, export controls, or embargoes; scraping, security breaches, or misuse of the API; disclosure of Confidential Information; fraudulent customs declarations; abuse, threats, or behavior harmful to ASP, its staff, or other users; repeated or persistent breach; compliance with a legal or regulatory obligation, court order, or request from a competent authority; any other material breach of this Agreement.
16.4 ASP may apply reasonable fees to cover costs incurred due to a breach (chargebacks, fines, storage, destruction of prohibited items, collection) and deduct these amounts from any balance or deposit held by the Merchant.
16.5 For Breach: ASP may suspend or terminate your access immediately if you breach this Agreement, fail to pay due fees, or attempt to ship prohibited goods.
16.6 For Convenience: You may close your account at any time by contacting support, subject to full payment of all outstanding amounts.
16.7 Procedural Safeguards (reasons, notice, and clarification) When ASP takes action to suspend or terminate, it will provide a statement of reasons no later than the time the measure takes effect (or immediately after, if the measure is taken immediately for a proven reason). The Merchant may, within seven (7) days, contact the designated account representative to request clarification or provide additional information; ASP will review any such observations in good faith. When ASP terminates the entire business relationship with a professional user established in the European Economic Area without cause (i.e., for reasons other than those listed), ASP will provide at least thirty (30) days' written notice. Immediate suspension or termination for a listed reason remains permitted, without notice and without refund.
ASP is not liable for any failure or delay resulting from events beyond its reasonable control, including: natural disasters, severe weather, fire, epidemics or pandemics, war, terrorism, riots, strikes, government action, embargoes or sanctions, customs delays or blockages, failures of carriers, suppliers, or service providers, power, network, or hosting outages, cyberattacks, or internet interruptions. Performance deadlines are suspended for the duration of the event; if it persists beyond sixty (60) days, either party may terminate the affected orders, without entitlement to a refund for services already performed.
18.1 This Agreement is governed by the laws of the Hong Kong Special Administrative Region. Any dispute shall be subject to the exclusive jurisdiction of the courts of Hong Kong.
18.2 Dispute Resolution. The parties shall first attempt to resolve any dispute amicably within thirty (30) days of written notice. Failing this, the dispute shall be finally settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with its rules in effect, with the seat in Hong Kong, in English, and with a single arbitrator, OR, at ASP’s sole discretion, brought before the courts of Hong Kong. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. To the extent permitted by law, the Merchant waives any right to participate in a class action. This contract is governed by the laws of Hong Kong.
20.1 Access to and use of the Services are reserved for (a) legal entities and (b) individuals acting exclusively in the course of their commercial, industrial, craft, or professional activity. The Services are not offered to consumers and may not be used by them.
20.2 By accepting these Terms, the Client represents and warrants that it is not a consumer, that it is contracting exclusively for business purposes, and that the person accepting has the authority to bind the Client. The Client agrees to provide, and keep up to date, valid company registration information as well as a VAT or tax identification number (if applicable) during onboarding and upon request, and acknowledges that ASP relies on these representations to provide the Services on a business-to-business (B2B) basis.
21.1 The Client represents and warrants that neither it, nor its owners, officers, beneficial owners, affiliates, or end-customers is a person or entity that (a) is on a sanctions list maintained by the United States (including the OFAC SDN list), the European Union, the United Kingdom, the United Nations, or Hong Kong; (b) is owned or controlled by, or acting on behalf of, such a person; or (c) is located, incorporated, or resident in a country or territory that is itself subject to comprehensive sanctions or an embargo (a "Sanctioned Person").
21.2 The Client shall not use the Services, directly or indirectly, in violation of any applicable law regarding sanctions, export controls, anti-money laundering, terrorist financing, or anti-corruption, and shall not provide, sell, transfer, or re-export Products to a Sanctioned Person or to a restricted destination, or for a prohibited end-use, without having all required authorizations.
21.3 In the event of a proven or reasonably suspected violation of this article, ASP may immediately suspend or terminate the Services and any related order, without liability and without refund, and may report the facts to and cooperate with the competent authorities. This article survives termination.
22.1 Reservation of mandatory laws. These Terms are governed by the laws of Hong Kong (Article 18). Where, and only to the extent that, the mandatory law of the Client's jurisdiction confers rights or protections that cannot be legally excluded or waived by contract, no provision of these Terms limits or removes such rights or protections, which apply in addition to these Terms. Hong Kong law governs all other aspects, and this reservation does not otherwise override the governing law, arbitration, or class action waiver clauses.
22.2 Blue-pencil severability. If any provision of these Terms (in particular a limitation or exclusion of liability) is found to be invalid, unenforceable, or excessive by a court or arbitral tribunal of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and shall apply by reducing the offending portion to the maximum extent permitted by applicable law, rather than being deleted in its entirety. If such modification is not possible, it shall be severed, and the remainder of these Terms shall remain in full force and effect.
22.3 Appendix by key market When you are established in one of the markets below, the following provisions apply in addition to (and without overriding) these Terms: