Last Updated: 1 July 2025
This Agreement outlines the terms and conditions (“the Agreement”) governing the engagement between any commercial entity, including its affiliates such as partners, brands, resellers, or third parties managing the program (“the Business”), and Kaleidoscope Enterprises Limited (Kaleidoscope), Hong Kong, for utilising loyalty reward program services (“the Services”) provided through the Hudie smartphone application (“the App”) and website portal (“Console” or “Merchant Console”).
“Business” includes any affiliated entity that directly or indirectly controls, is controlled by, or is under common control with the commercial entity.
“Control” means: (i) direct or indirect ownership of more than 50% of the relevant party; (ii) the ability to direct the affairs of the relevant party through lawful means (e.g., a contract); or (iii) a franchisee or franchisor relationship, or a materially similar relationship.
If you represent the Business and are considering accessing the App’s services via its marketing platforms (“platforms”) or any website provided by Kaleidoscope, please read these Terms and Conditions carefully.
By accessing or using the Hudie platforms, the Business acknowledges that it has read, understood, and agrees to comply with and be bound by these Terms and Conditions.
If you do not agree with these terms, the Business will not be able to use the App and its Services. For questions or further clarification regarding this Agreement, please contact Kaleidoscope directly.
1. Services
1.1 Service Provision: Kaleidoscope offers the services to businesses or their representatives intending to create a loyalty reward program for registered members using the Hudie platform.
1.2 Activation of Loyalty Programs: Business loyalty reward programs will become accessible on the App upon the Business’s approval of all relevant information, including the specific offer and program rules, the logo, icon, or picture. The business approves their offer when it is published via the merchant console or provided in writing.
1.3 Multiple Offers and Locations: Kaleidoscope reserves the right to apply individual charges for multiple offers and locations under the same business listing.
1.4 Modifications and Customisations: Businesses can modify or customise its offers and program rules through the Hudie Merchant Console. If further assistance is required, it can contact us directly for modifications and customisations.
1.5 Compliance and Security Modifications: Kaleidoscope may, without prior notification to the Business, alter Business loyalty reward programs to comply with applicable legal, security, or statutory requirements. Kaleidoscope holds full discretion in determining how these changes are applied.
1.6 Supported Operating Systems: Kaleidoscope exclusively determines the specific smartphone operating systems on which the Hudie app will function.
1.7 Nature of the App and Platforms: The Hudie Loyalty App and Platforms are designed solely for loyalty reward program services and is not a Social Media or Social Networking site. There is no sharing of data or communication between the members of the Hudie app or between businesses that maintain an account on the platform.
Please note that this section establishes critical aspects of the Services provided. Any concerns or need for clarification regarding these terms should be promptly addressed with Kaleidoscope.
2. Setting up an Account
2.1 Account Creation: To engage the Services offered by Kaleidoscope, the Business must create an account with Kaleidoscope. This account will be managed through the Hudie Merchant Console, which will be the central hub for managing the loyalty reward program and other related services.
2.2 Fees and Charges: There may be various costs associated with the use of Kaleidoscope’s Services. This includes a nominal establishment fee for each venue and an ongoing subscription fee. The details of these charges, including amounts and payment terms, are to be found in a separate pricing schedule that must be agreed upon by both parties.
2.3 Currency: Unless explicitly stated otherwise, all rates, fees, and financial transactions are denominated in United State dollars (USD). The Business is responsible for understanding and accepting the currency details as provided.
Note: Creating an account with Kaleidoscope and understanding the associated fees and currency specifications are vital steps in accessing our services. We encourage the Business to review all relevant information and reach out to us with any questions or concerns.
3. Business Stamp Card Offer
3.1 Structuring and Display of Offer and Reward: The Business is solely responsible for creating and defining the loyalty offer rules and associated rewards for its customers. These offers and rewards are made available on the Registered Members’ smartphones through the App and must also be prominently displayed at the point of sale within the physical store location.
3.2 Entitlement and Reward Mechanism: Registered Members are entitled to receive a virtual stamp or punch on the App for each qualifying purchase, as defined by specific criteria such as value, quantity, visit, or other predetermined actions. Upon achieving the required number of stamps or punches, the Registered Member is eligible to receive a designated reward, as defined by the Business.
3.3 Dispute Resolution: Any dispute arising from or related to the loyalty program will be handled directly between the Business and its customer. By engaging with the Services, the Business acknowledges and agrees that Kaleidoscope is neither responsible nor liable for any issues, conflicts, or dissatisfaction that may occur within the loyalty program.
Note: The Business must take full responsibility for the structuring, implementation, and management of its loyalty program, including the fulfilment of the rewards and resolution of any disputes with its customers. Kaleidoscope is available for support regarding the technical aspects of the loyalty program but will not intervene in conflicts between the Business and its customers.
4. Business Communication & Data
4.1 Electronic Communication Protocols: You must have explicit consent to communicate with the registered member via the Hudie console or external methods via SMS, MMS, push notifications, email and other.
4.2 Ownership of Data: Kaleidoscope retains ownership of its Registered Members’ contact details and transactional data records. Access may be granted to the business or partner as commercially agreed. Kaleidoscope does not sell or share PII data with third parties. Please see the Privacy Policy.
4.3 Access for Business Customers: Business customers on specified subscription plans may be granted access to customer contact details and transactional data records. This access is limited to information related to the offers and promotions provided by the Business on the Kaleidoscope platform.
4.4 Compliance with Privacy Laws
Any customer information provided to the Business must be handled in accordance with this agreement, the Hudie Privacy Policy, and applicable national SPAM and Data Protection laws. This includes adherence to regulations such as:
- Personal Data (Privacy) Ordinance in Hong Kong (1996)
- Unsolicited Electronic Messages Ordinance (UEMO) in Hong Kong (2007)
- The SPAM Act 2003 in Australia
- Privacy Act 1988 in Australia
- GDPR (EU) 2016
- Privacy and Electronic Communications (EC Directive) Regulations 2003 in Europe and the UK
- The CAN-SPAM Act of 2003 in the US
- The Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada
- Lei Geral de Proteção de Dados (LGPD) in Brazil
- Protection of Personal Information Act (POPIA) in South Africa
- Personal Data Protection Act (PDPA) in Singapore
- Data Privacy Act of 2012 in the Philippines
Ensure you regularly review and comply with any updates or changes to these laws and any other relevant data protection regulations.
4.5 GDPR Compliance for EU and EEA Customers: Businesses with customers in the European Union and EEA area must comply with the General Data Protection Regulations (GDPR). This includes maintaining up-to-date email lists and promptly removing any customer details that have been deactivated or deleted from the Hudie system.
4.6 Rights of Registered Members: Registered Members retain the right to request copies of their personal information and to have their personal information deleted. Details on how to exercise these rights are provided in the Hudie Privacy Policy or in the Hudie App settings.
4.7 SMS and MMS messaging must be in compliance with country and regional guidelines. These are chargeable services and may be provided through the platform.
5. Payment & Rights to Terminate the Service
5.1 Service Setup & Subscription Fees: Businesses may incur a setup fee when establishing the Service. Thereafter, either a bi-annual or annual subscription fee applies, in accordance with a mutually agreed-upon rate schedule.
5.1.1 Other Fees or commercial arrangements may be agreed.
5.2 Managing Standard Individual Merchant Subscriptions
Businesses should oversee their subscriptions using the Hudie Console, located under “Manage Subscription”. This interface provides businesses the ability to review invoices and update contact details and billing information. Subscriptions can be cancelled under ‘My Account’.
5.2.1 Non-Standard Partner Agreements
Specific commercial agreements will be implemented for partnership arrangements, such as resellers, agencies, brands and other third parties.
5.3 Payment Method: All monthly and annual subscription fees are charged in advance through the billing methods available on the Hudie platform. Some transactions might be subject to an additional surcharge.
5.4 Promotional Trials: Kaleidoscope may offer businesses a limited trial of the program. Upon the conclusion of the trial period, regular monthly subscription fees will automatically be applied.
5.5 Additional Costs: Program management and implementation product and services including validation devices, design, printing, and communications may carry additional charges. Specifically, SMS services are charged based on usage.
5.6 Termination Rights: Businesses reserve the right to terminate the Service at their discretion.
5.7 Cancellation of Standard Merchant Subscription: Businesses may cancel at any time through the Hudie Console under ‘My Account’ or by submitting a cancellation request to support@hudie.io. Cancellations will take effect either immediately or from the end of the ongoing subscription cycle.
5.8 Outstanding Fees at Cancellation: Any outstanding subscription fees or other charges must be paid in full prior to cancellation. The agreement shall then terminate at the next renewal date.
5.9 Refund Policy: All payments made are non-refundable. This includes refunds for non-usage or cancellation periods.
For any further support or queries, businesses can reach out directly to support@hudie.io.
6. Kaleidoscope’s Obligation
6.1 Availability of Services: Kaleidoscope shall use reasonable efforts to provide its Registered Members access to the Business’s loyalty reward programs on the App, subject to maintenance and updates. Kaleidoscope, however, cannot guarantee uninterrupted or error-free access to these services.
6.2 Publication and Timely Delivery: Kaleidoscope will use reasonable efforts to publish the Business’s loyalty reward programs, or provide other agreed-upon loyalty reward program Services to the Business by the agreed-upon date. In the event of any delays or changes, Kaleidoscope will make reasonable attempts to notify the Business and work collaboratively to find suitable alternatives.
6.3 Quality Assurance: Kaleidoscope commits to maintaining a standard of quality in the publication and representation of the Business’s loyalty reward programs within the App, adhering to industry best practices and applicable regulations.
6.4 Support and Communication: Kaleidoscope shall provide ongoing support and communication regarding the status, updates, and any changes related to the Business’s loyalty reward programs within the App. This includes timely responses to inquiries and provision of necessary assistance as reasonably required by the Business.
6.5 Compliance with Laws: Kaleidoscope will comply with all applicable laws and regulations in the performance of its obligations under these Terms and Conditions, and will conduct its business in a manner that reflects positively on the Business’s reputation and brand.
7. Businesses Obligations
7.1 The Business agrees to comply with the following obligations and warrants to Kaleidoscope:
7.1.1 Security Measures: The Business will employ all reasonable precautions to prevent unauthorised access to the system through the Merchant Console, including securing information relating to communications, usernames, and passwords.
7.1.2 Accuracy of Information: The Business ensures that all information supplied to Kaleidoscope is accurate, complete, and true.
7.1.3 Copyright Compliance: The Business represents that it either owns or has obtained proper authorisation from the copyright owner for any material (including names, images, logos) provided to Kaleidoscope for use on the App.
7.1.4 Malware Protection: The Business ensures that material uploaded or shared with the App is free from viruses, worms, Trojan horses, or other harmful code.
7.1.5 Compliance with Advertising Standards: The Business warrants that its Loyalty Reward programs and its communication to its members are legal, decent, honest, truthful, and comply with applicable advertising laws, rules, regulations, and codes.
7.1.6 Content Restrictions: The Business shall not include in any Loyalty Reward Offer content that: (a) is offensive, obscene, indecent, or otherwise objectionable; (b) is defamatory, threatening, or discriminatory; (c) violates the rights of others, including intellectual property rights; (d) is likely to cause annoyance, inconvenience, or unwarranted attention; (e) disrupts computer systems or networks; or (f) is illegal or promotes illegal activities.
7.2 Provision of Necessary Materials: The Business agrees to supply Kaleidoscope with any information, design work, artwork, and logos in the required format to enable Kaleidoscope to deliver the Services.
7.3 Indemnity: The Business shall indemnify Kaleidoscope against all liabilities, costs, expenses, damages, and losses arising out of or in connection with any breach of these obligations.
7.4 Cooperation: The Business agrees to cooperate fully with Kaleidoscope in the implementation, maintenance, and operation of the App and any related services.
8. Error or Delay
8.1 Limitation of Liability: Kaleidoscope shall not be liable for any consequences, including but not limited to loss or damages, that arise directly or indirectly from an error, omission, delay, or interruption in the Service.
8.2 Right to Modify or Omit: At its sole discretion, Kaleidoscope reserves the right to decline to publish, omit, suspend, or change the position of any Advertisement or content accepted by it. Such actions may be taken without prior notice to the Business, although Kaleidoscope will make reasonable efforts to communicate any significant changes where practical.
8.3 Effort to Correct Errors: While not assuming liability, Kaleidoscope will endeavour, upon prompt notification from the Business, to correct any errors or issues in the Services in a timely manner where possible.
8.4 Force Majeure: Kaleidoscope shall not be responsible for any failure, delay, or interruption in the Service due to unforeseen circumstances or circumstances beyond its reasonable control, including but not limited to acts of God, governmental actions, strikes, lockouts, or other labour difficulties, wars, national emergencies, riots, weather conditions, or technological failures.
8.5 Indemnity: The Business is encouraged to review all materials and advertisements for accuracy, and Kaleidoscope shall not be liable for errors originating from the content provided by the Business.
9. Right of Refusal
9.1 General Right: Kaleidoscope reserves the sole and absolute right to decline, cancel, or remove any advertisement or provision of the Services at its discretion at any time.
9.2 Notice and Explanation: While Kaleidoscope is not obligated to provide any reasons for such refusal, cancellation, or removal, it may, at its discretion, provide the Business with notice and an explanation when feasible and appropriate.
9.3 Compliance with Guidelines: The Business shall comply with any content guidelines, submission protocols, or other policies established by Kaleidoscope, and Kaleidoscope’s right to refuse includes, but is not limited to, non-compliance with these guidelines or policies.
9.4 No Liability: Kaleidoscope shall not be liable for any loss, damages, costs, or expenses incurred by the Business or any third party resulting from Kaleidoscope’s exercise of its right of refusal under this clause.
9.5 Cooperation: If the Business has any questions or concerns regarding the refusal, cancellation, or removal of an advertisement or service, they may contact Kaleidoscope to seek clarification or further information.
10. Reporting Illegal Content
10.1 Observation and Reporting: Kaleidoscope reserves the right to monitor and review all advertisements, loyalty reward programs, and other content used or submitted by the Business to ensure compliance with applicable laws, regulations, and these Terms and Conditions.
10.2 Right to Report: If Kaleidoscope, in its reasonable opinion, believes that any advertisement, loyalty reward program, or other content used by the Business is being used for an improper or illegal purpose, Kaleidoscope may, at its sole discretion and without prior notice to the Business, report such activities to the relevant authorities.
10.3 Cooperation with Authorities: Kaleidoscope shall cooperate fully with law enforcement and other regulatory authorities in the investigation of any suspected or alleged illegal activities involving the App or any related services. Such cooperation may include, but is not limited to, providing relevant information, documents, and other evidence.
10.4 Removal of Content: In addition to reporting to the authorities, Kaleidoscope reserves the right to remove or disable access to any content that it deems to be in violation of applicable laws, regulations, or these Terms and Conditions.
10.5 Obligation to Comply with Laws: The Business acknowledges its responsibility to comply with all applicable laws and regulations related to its use of the App and the services provided by Kaleidoscope. The Business agrees not to engage in or facilitate any unlawful or improper activities through its use of the App or any related services.
11. Intellectual Property
11.1 Ownership of Intellectual Property: All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, relating to the App, the formation, design, content, and any material appearing on the App, are the exclusive property of Kaleidoscope, its assigns, and licensors. Any unauthorised use, copying, reproduction, or distribution of such intellectual property is strictly prohibited.
11.2 Use of Intellectual Property by the Business: The Business may not, directly or indirectly, copy, modify, distribute, or otherwise exploit any of Kaleidoscope’s intellectual property, including its loyalty reward programs, without obtaining the prior written consent of Kaleidoscope. The Business is responsible for ensuring that it does not allow or permit any other parties to do so on its behalf.
11.3 Assignment of Intellectual Property by the Business: All intellectual property created, developed, or otherwise originating from the Business and uploaded to the App, including but not limited to designs, logos, content, and other materials, shall be deemed assigned to Kaleidoscope. This assignment includes all rights, title, and interest in and to the intellectual property, along with the right to sue for past and future infringements.
11.4 Warranty by the Business: The Business represents and warrants that any intellectual property uploaded to the App does not infringe on the rights of any third parties and that the Business has full legal authority to assign the intellectual property to Kaleidoscope.
11.5 Retention of Rights: Except as expressly provided in this agreement, nothing shall be construed as transferring or assigning any intellectual property rights from Kaleidoscope to the Business, or from the Business to Kaleidoscope, other than as specifically stated herein.
11.6 Enforcement: Kaleidoscope reserves the right to take legal action against any infringement or misappropriation of its intellectual property rights and may involve law enforcement authorities if necessary.
12. Confidentiality
12.1 Definition of Confidential Information: Confidential Information refers to all non-public information, written or oral, disclosed or made available to the Business directly or indirectly through any means of communication or observation by Kaleidoscope. This includes, but is not limited to, all information and knowledge related to Kaleidoscope, the Services (including the technology, design, and implementation), personnel, policies, business strategies, pricing, and terms of the agreement. Confidential Information does not include information that is or becomes publicly available without a breach of this agreement or information that is obtained without restriction from a third party authorised to provide it.
12.2 Non-Use and Non-Disclosure: The Business shall not use the Confidential Information for any purpose other than to carry out the services contemplated by this agreement. The Business agrees not to disclose or otherwise make available Confidential Information to any third party, except as required to comply with applicable law, without the express written consent of Kaleidoscope. In doing so, the Business shall take all reasonable precautions to prevent any unauthorised access, disclosure, or use of Confidential Information.
12.3 Obligation to Protect Registered Members’ Information: The Business shall treat all information supplied by Kaleidoscope regarding its Registered Members as Confidential Information and shall adhere to all applicable laws, rules, and regulations concerning the protection of personal information.
12.4 Return or Destruction of Confidential Information: Upon termination of this agreement or at the request of Kaleidoscope, the Business shall promptly return or destroy all copies of Confidential Information in its possession or control, unless otherwise directed by Kaleidoscope.
12.5 Duration of Obligation: The obligations of confidentiality under this section shall survive termination of this agreement for a period of five years from the date of termination.
12.6 Remedies for Breach: The Business acknowledges that any unauthorised disclosure or use of Confidential Information may cause irreparable harm to Kaleidoscope. In the event of a breach or threatened breach of this section, Kaleidoscope shall be entitled to seek an injunction or other equitable relief, in addition to any other remedies available at law or in equity.
13. Liability
13.1 Verification of Registered Members: While Kaleidoscope endeavours to verify a Registered Members details, it does not guarantee the truth or accuracy of such details. Consequently, Kaleidoscope accepts no responsibility or liability regarding the suitability of Registered Members who respond to Business loyalty reward programs.
13.2 Limitation of Liability: Kaleidoscope disclaims all liability to the maximum extent permitted by law for any claims, damages, or losses of any kind, including but not limited to indirect or consequential loss, loss of business, revenue, profits, use, or opportunity. This applies whether such losses arise from negligence (except for personal injury or death) or from the Business’s use of (or inability to use) the App.
13.3 Exclusions of Liability: Kaleidoscope specifically does not accept liability for:
13.3.1 Loss or damage to any copy, artwork, photographs, data, or other materials supplied by the Business to Kaleidoscope;
13.3.2 Any mistakes or errors that arise during the course of publication of any advertisement, or any loss of information or data or damage thereto, when resulting from circumstances beyond its reasonable control or acts or omissions of the Business;
13.3.3 Breaches by the Business in regards to any applicable national SPAM and Data Protection laws, including, but not limited to, Hong Kong’s Personal Data (Privacy) Ordinance 1996, Hong Kong’s Unsolicited Electronic Messages Ordinance (UEMO) 2007, Australia’s SPAM Act 2003, Europe & UK’s GDPR (EU) 2016 & Privacy and Electronic Communications (EC Directive) Regulations 2003, and the US’s CAN-SPAM Act of 2003.
13.4 Limitation of Remedies: To the maximum extent permitted by law, the Business agrees that the sole remedy for any breach of these Terms and Conditions or any other legal claims against Kaleidoscope shall be the re-supply of the Services.
14. Warranties
14.1 Exclusion of Implied Warranties: Except where Kaleidoscope is legally unable to exclude or limit liability, all warranties, conditions, and representations, whether express or implied (other than express warranties stated by Kaleidoscope in writing), are expressly excluded.
14.2 Warranty Disclaimers Regarding the App: Kaleidoscope does not warrant that:
- The App (or any linked Smartphone application) is free from computer viruses, “cookies,” or any other malicious or impairing computer programs;
- The App will operate uninterrupted and error-free.
14.3 No Warranty on Loyalty Reward Offers: Kaleidoscope makes no warranty or representation that any Loyalty Reward offer placed on the App will attract or engage users from its Registered Members.
14.4 Compliance Warranty by the Business: Without limiting the generality of the foregoing, the Business specifically warrants that all materials lodged for publication on the App comply with all relevant laws and regulations in all applicable jurisdictions, including international, national, state, and local laws. The Business shall bear sole responsibility for ensuring that no content violates legal requirements in any region where the App is accessible.
15. Governing Law
15.1 Jurisdiction: These Terms and Conditions, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of Hong Kong.
15.2 Venue: Any legal suit, action, or proceeding arising out of or related to these Terms and Conditions or the transactions contemplated hereby shall be instituted exclusively in the courts located in Hong Kong, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
15.3 Compliance: the parties must comply with all applicable laws and regulations of all relevant jurisdictions, including international, national, state, and local laws, in performing their respective obligations under these Terms and Conditions.
16. Indemnity
16.1 General Indemnity: The Business shall indemnify, defend, and hold harmless Kaleidoscope and its partners, directors, employees, agents, and affiliates (collectively, “Indemnified Parties”) from and against any and all claims, demands, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising wholly or partly, directly or indirectly, from the Business’s use of the App.
16.2 Specific Indemnity: The Business shall indemnify Kaleidoscope for any claim, action, damage, loss, liability, cost, charge, expense, outgoing, or payment (including, but not limited to, economic loss and all legal costs and disbursements on a full indemnity basis) suffered or incurred by Kaleidoscope, caused by or arising from any wilful, illegal, or negligent act or omission by the Business.
16.3 Procedure: If any claim or demand is made against an Indemnified Party that might give rise to a claim under this indemnity, the Indemnified Party shall promptly notify the Business, and the Business shall have the right to control the defence of such claim or demand. The Indemnified Party shall cooperate fully with the Business at the Business’s expense.
16.4 Survival: The obligations contained in this Section 16 shall survive the termination or expiration of these Terms and Conditions.
17. Termination
17.1 Right to Terminate: Kaleidoscope reserves the right to cancel any Loyalty Reward Program, terminate any agreement, or commence legal proceedings against the Business to recover any overdue amounts (including reasonable legal costs) if any of the following events occur:
17.1.1 Non-Payment: The Business fails to pay for any loyalty reward program services provided by Kaleidoscope, in accordance with the agreed terms between the Business and Kaleidoscope, and these Terms and Conditions.
17.1.2 Breach of Terms: The Business breaches any of the terms and conditions of this Agreement.
17.1.3 Bankruptcy: The Business commits an act of bankruptcy.
17.1.4 Insolvency: The Business becomes insolvent or is unable to pay its debts as they fall due.
17.1.5 Legal Non-Compliance: The Business is, in the reasonable opinion of Kaleidoscope, in breach of any applicable law or regulation.
17.1.6 Appointment of Administrators: A receiver, administrator, liquidator, or manager is appointed over any of the Business’s assets.
17.1.7 Business Wind-Up: The Business resolves to wind up its company.
17.2 Notice of Termination: Kaleidoscope will provide the Business with reasonable notice of termination, where practicable, and an opportunity to remedy the breach, if applicable.
17.3 Effects of Termination: Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect any provision of this Agreement that is expressly or by implication intended to continue in force after termination.
17.4 Survival of Clauses: The provisions of this Agreement that are intended by their nature to survive termination will continue in effect beyond termination, including, but not limited to, Sections relating to indemnity and liability.
18. Dispute Resolution
18.1 Initial Resolution: In the event of a dispute arising out of or relating to this Agreement, including the interpretation, performance, or termination thereof, the Parties shall first attempt in good faith to resolve the dispute through negotiation and consultation between themselves.
18.2 Continuation of Performance: Unless otherwise agreed in writing, the Parties shall continue to perform their respective obligations under this Agreement pending the final resolution of any dispute.
18.3 Confidentiality: All negotiations and proceedings pursuant to this Clause 18 shall be confidential and treated as compromise and settlement negotiations for purposes of applicable evidence laws.
19. Compliance with Foreign Law
19.1 Applicability Outside Hong Kong: Kaleidoscope provides the content of the App based on the laws and regulations applicable in Hong Kong. The App may not comply with legal requirements of foreign jurisdictions.
19.2 Responsibility of the Business: If the Business accesses or uses the App outside of Hong Kong, the Business is solely responsible for ensuring compliance with all applicable local laws, rules, and regulations in the jurisdiction from which the Business accesses or uses the App. This includes, but is not limited to, any regulations regarding the import or export of data to or from Hong Kong or the jurisdiction in which the Business resides.
19.3 No Warranty: Kaleidoscope makes no representation or warranty that the App or its content is appropriate or available for use in locations outside Hong Kong, and accessing them from territories where the contents are illegal or prohibited is at the Business’s own risk. The Business must not use the App in any way that would be in violation of any applicable law in the place where the Business is located.
19.4 Contact for Guidance: Should the Business have any questions or require assistance in ensuring compliance with foreign law, the Business is encouraged to seek local legal advice or contact Kaleidoscope for guidance.
20. Amendments
20.1 Right to Amend: Kaleidoscope reserves the right to modify, alter, or update these Terms and Conditions at any time in its sole discretion. Such amendments may include, but are not limited to, changes in the scope of available services, price adjustments, and updates to comply with legal requirements.
20.2 Notification of Material Changes: In the event of any material changes to these Terms and Conditions, Kaleidoscope will make reasonable efforts to notify the Business. This notification may include placing a prominent notice on the Hudie Merchant Console, sending an email to the address associated with the Business’s account, or other reasonable means of communication.
20.3 Effect of Changes: Changes to the Terms and Conditions will take effect from the date specified in the notice, or if no date is specified, immediately upon publication. Continued use of the App or engagement with Kaleidoscope following such notification constitutes acceptance of the amended Terms and Conditions.
20.4 Review Responsibility: The Business is responsible for regularly reviewing these Terms and Conditions to ensure awareness of any modifications. The most current version of the Terms and Conditions can always be found on the Hudie Merchant Console or Hudie website.
20.5 Objection to Changes: If the Business objects to any changes to these Terms and Conditions, the Business’s sole remedy is to discontinue use of the App and services provided by Kaleidoscope, in accordance with the termination provisions set forth in these Terms and Conditions.
21. Privacy Policy
21.1 Acceptance of Privacy Policy: By utilising the services provided by Kaleidoscope, the Business confirms that it has read, understood, and agrees to be bound by Kaleidoscope’s Privacy Policy.
21.2 Policy Content: The Privacy Policy outlines how Kaleidoscope collects, uses, maintains, discloses, and protects personal and confidential information obtained from the Business and its customers. The Privacy Policy is accessible at https://www.hudie.io/privacy-policy and is incorporated herein by reference.
21.3 Changes to Privacy Policy: Kaleidoscope may update the Privacy Policy from time to time. Any changes will be effective upon posting on the Merchant Console or as otherwise provided in the updated Privacy Policy. The Business’s continued use of the App after such changes will constitute acceptance of the revised Privacy Policy.
21.4 Compliance: The Business agrees to comply with all applicable privacy laws and regulations and acknowledges that it is solely responsible for ensuring that its use of Kaleidoscope’s services is in accordance with all relevant legal obligations relating to privacy and data protection.
21.5 Queries and Concerns: If the Business has any questions or concerns regarding the Privacy Policy, they may be directed to support@hudie.io.
22. Suspension
22.1 Right to Suspend or Terminate: Kaleidoscope reserves the right to suspend, close, or limit access to the Business’s account at its sole discretion. This may occur due to reasons including, but not limited to:
a. Any events referred to in clause 16 (Indemnity); b. Breaches of these Terms and Conditions; c. Suspected fraudulent, abusive, or illegal activity; d. Failure to comply with legal obligations or requests from governmental authorities; e. Non-payment or delayed payment of fees or other charges.
22.2 Notification: Where practicable and unless prohibited by law, Kaleidoscope will notify the Business of any suspension or termination, and the reason for such action, either before or promptly following such action.
22.3 Opportunity to Remedy: Where appropriate, Kaleidoscope may provide the Business with a reasonable opportunity to remedy any breach before taking suspension or termination action. This remedy period will be determined by Kaleidoscope in its sole discretion.
22.4 Consequences of Suspension: Suspension of the Business’s account may restrict access to the App, loyalty reward programs, and other associated services. The Business may also be liable for any costs or damages incurred by Kaleidoscope as a result of the events leading to the suspension.
22.5 Reinstatement: Following suspension, reinstatement of the Business’s account may be possible at Kaleidoscope’s discretion, subject to the Business’s satisfactory resolution of the issues leading to suspension.
23. Severance
23.1 Validity of Remaining Provisions: Should any provision of these Terms and Conditions be found to be unlawful, void, or for any reason unenforceable, either in whole or in part, then that provision shall be deemed severable from these Terms and Conditions. It shall not affect the validity and enforceability of the remaining provisions, which will continue to be in full force and effect.
23.2 Intent: In the event that any provision is determined to be invalid or otherwise unenforceable, the parties shall negotiate in good faith to modify these Terms and Conditions to reflect the original intent of the parties as closely as possible in a mutually acceptable manner, so that the transactions contemplated hereby can be consummated as originally contemplated to the greatest extent possible.
Hudie 