Impact Bridge – Terms of Services

Preamble

Impact Bridge is a B2B cross-sector collaboration platform operated by FSES connecting Corporate Clients with FSES-approved Merchants to facilitate ethical procurement, bulk purchasing, workshop bookings, and cross-sector collaboration under the M.O.V.E.R. model (Marketing Social Mission, Outsourcing Business Process, Volunteer Support & Coaching, Ethical Consumption, and Resources Sponsorship / Sharing).

By registering an account and ticking the acceptance box, issuing a purchase order (PO), accepting a formal quotation, booking a service, or accepting an order through Impact Bridge, the User agrees to the following terms (these "Terms & Conditions" or "T&C") and to the Impact Bridge Privacy Policy. Where a clause applies only to Corporate Clients or only to Merchants, it says so.

Article 1: Platform Role & Centralized Procurement

1.1 Matchmaking & Contracting Role: FSES operates the Platform connecting Corporate Clients with independent Merchants. For orders placed through Impact Bridge, FSES is the contracting party to the Corporate Client: FSES procures the goods or services from the relevant Merchant, which produces and delivers them on FSES's behalf. FSES does not itself manufacture or store the goods, or directly execute the services, provided by Merchants. The Corporate Client does not enter into a separate contract with the Merchant for an order placed through Impact Bridge.

1.2 Centralized Quotation & Invoicing:

(a) Corporate Clients: All order inquiries, project customizations, quotations, and official invoices shall be issued directly by FSES, in its own name, to the Corporate Client, and payment shall be made to FSES.

(b) Merchants: FSES will send order invitations to the relevant Merchant(s) to confirm availability and pricing before issuing a formal quotation. The terms between FSES and the Merchant for each order, including payment, are agreed between them.

1.3 Anti-Circumvention & Direct Orders: All orders and repeat purchases resulting from introductions made via Impact Bridge within twelve (12) months of initial contact must be routed through FSES. This applies to both Corporate Clients and Merchants.

1.4 Registration & Accounts: Accounts are for organisations. The person registering must be aged 18 or above and duly authorised by the organisation to register, submit requests and make commitments on its behalf. All account applications are reviewed and approved by FSES at its discretion. Users must provide accurate and up-to-date information, keep their login details confidential, and are responsible for all activity under their account.

1.5 Collaboration Outside Orders: Collaboration recorded on the Platform that does not involve an order placed with FSES (for example, volunteering or sponsorship arranged directly between Users) is the responsibility of the Users concerned.

Article 2: Ordering, Minimums, and Delivery Terms

2.1 Minimum Order Value (MOV): Standard B2B orders placed via the platform are subject to a Minimum Order Value of HKD $1,000 per order per Merchant, unless FSES's formal quotation states otherwise.

2.2 Standard Local Delivery: Orders meeting or exceeding the HKD $1,000 threshold include standard single-location 1-way delivery within Hong Kong Island, Kowloon, and New Territories. Deliveries to outlying islands, remote areas, or multi-drop locations will be quoted separately. Delivery dates are good-faith estimates; FSES will coordinate delivery by the Merchant and notify the Corporate Client of any material change. The Corporate Client shall provide accurate delivery information, including address, contact person and any site access requirements.

2.3 Service & Workshop Execution: For event or workshop bookings, operational parameters (venue setup, technical needs, timing) may be coordinated directly between the Corporate Client and the Merchant, provided that any scope changes or fee adjustments are approved by FSES via an updated quotation.

2.4 Enquiries, RFQs & Order Formation: Prices and estimates shown on the Platform are for reference only. Submitting an enquiry or request for quotation (RFQ) does not create a binding order. A binding contract between the Corporate Client and FSES is formed only when the Corporate Client accepts FSES's formal quotation in writing and, where the quotation requires it, pays the stated deposit.

2.5 Merchant Listings & Order Fulfilment (Merchants): Merchants are responsible for ensuring that their profiles, certifications, products, services, prices, photos, social mission statements and impact figures are accurate, lawful and not misleading. FSES reviews listings before publication for publication purposes only, and may edit for format, decline, suspend or remove any listing that does not comply with these T&C. On accepting an order from FSES, the Merchant shall supply the goods or services in accordance with the specifications, quality, quantity and schedule confirmed by FSES, deliver them to the Corporate Client on FSES's behalf, comply with all applicable laws, and inform FSES promptly of any delay or problem.

Article 3: Payment and Settlement Terms

3.1 Payment Deadlines: The Corporate Client agrees to settle all invoices issued by FSES strictly according to the payment terms stated on FSES's formal quotation or invoice (e.g., Net 30 days or upfront deposit). Payments are made to FSES and settled outside the Platform; the Platform does not process online payments.

3.2 Default & Delay: Timely payment is essential to enable FSES to process vendor settlements to participating Merchants. Delayed payments may result in the suspension of pending deliveries or scheduled workshops.

3.3 Settlement with Merchants (Merchants): FSES will pay the Merchant for each fulfilled order in accordance with the terms agreed between FSES and the Merchant for that order.

Article 4: Service Quality, Returns, and Rescheduling

4.1 Merchant Product & Service Liability: Merchants are responsible to FSES for the quality, safety and legal compliance of the goods and services they supply, including replacing defective goods, remediating substandard service, or addressing safety claims under HKSAR law. FSES's obligations to the Corporate Client for an order are as set out in these T&C and the relevant formal quotation.

4.2 Complaint Routing: In the event of product defects, damaged shipments, or substandard workshop delivery, the Corporate Client shall notify FSES in writing within five (5) working days of receipt/event completion. FSES will handle the complaint and coordinate with the Merchant to arrange replacement, remediation, or refund in accordance with the relevant quotation. Merchants shall cooperate promptly with FSES in resolving complaints.

4.3 Adverse Weather & Rescheduling: In cases of extreme weather (Black Rainstorm Warning, Typhoon Signal No. 8 or above), outdoor events, physical deliveries, and in-person workshops will be postponed and rescheduled safely in coordination between the Corporate Client, FSES, and the Merchant.

4.4 Client Cancellation Policy: Cancellations or rescheduling by the Corporate Client are subject to the cancellation terms stated in FSES's formal quotation and accepted at the time of quotation. Any non-refundable deposit or penalty fees shall apply as stated.

Article 5: Social Impact Data & ESG Reporting

5.1 Impact Reports & FSES Verification: FSES will provide the Corporate Client with consolidated social impact reports (e.g., beneficiary counts, marginalized employment metrics) based on collaboration data reported by the Corporate Client and Merchants under the M.O.V.E.R. model and verified by FSES. Each User is responsible for the accuracy of the data it reports. FSES verification is an internal platform process; it is not independent assurance, an audit or a certification, and is not automated.

5.2 Use of Brand & User Content: Users keep ownership of the logos, photos, descriptions, case information and collaboration data they submit ("User Content"), and grant FSES a non-exclusive, royalty-free licence to host, reproduce, adapt (e.g. resize or format), display and publish User Content for operating the Platform, impact reports, the SE Supporter Award Scheme, and publicity. Unless the User requests otherwise in writing, FSES may list the User's name or logo in Impact Bridge promotional materials, annual impact reports, and ethical consumption campaign summaries to showcase cross-sector collaboration. A written opt-out does not affect materials already published or printed, or the publication of award results. Users confirm that they hold all rights and consents needed for their User Content, including the consent of identifiable individuals shown in photos (and of a parent or guardian for any child).

5.3 No Guarantee of Impact or ESG Compliance: FSES does not guarantee any particular social or environmental outcome. Impact Bridge and its reports do not confirm compliance with any ESG, sustainability or disclosure standard. Users remain responsible for their own reports and public disclosures. FSES may use aggregated and anonymised collaboration data for platform-level impact reporting.

5.4 SE Supporter Award Scheme: Users are not entered into the Social Enterprise Supporter Award Scheme automatically. Nominations are made through the Nomination Center by corporate self-nomination or by Merchant nomination and are subject to the scheme's rules. On submission, FSES may use the relevant FSES-verified collaboration data for the nomination; off-platform collaboration used for a nomination is marked as self-reported and excluded from the Impact Dashboard and impact reports. FSES has full discretion in determining the results of the scheme, and its decision is final and conclusive.

Article 6: Data Privacy & Confidentiality

6.1 Personal Data (Privacy) Ordinance (Cap. 486): FSES collects and handles personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and the Impact Bridge Privacy Policy. FSES shares the Corporate Client's contact and delivery details with the Merchant fulfilling an order only as needed for order fulfillment, delivery logistics and post-sale support, and Merchants shall use them for those purposes only. Client contact details will not be sold, leased, or disclosed to third parties for their direct marketing. The Platform uses Google Analytics; account, order and nomination records are kept for one (1) year after account closure unless a longer period is required by law. Details, including how to opt out of analytics, are set out in the Privacy Policy.

6.2 Confidentiality: Proprietary commercial terms, customized project pricing, and non-public collaboration data shared during contract performance shall remain strictly confidential between FSES and the User concerned, except for disclosure to the User's professional advisers or where required by law.

Article 7: Limitation of Liability & Platform Disclaimers

7.1 Exclusion of Consequential Loss: To the fullest extent permitted by HKSAR law, FSES shall not be liable to any User for any indirect, incidental, or consequential damages, lost profits, or business interruptions arising out of product failures, Merchant service errors, or temporary unavailability of the Platform.

7.2 Maximum Financial Liability: FSES's total liability for any claim arising out of an order placed on Impact Bridge shall not exceed the total transaction amount actually paid by the Corporate Client to FSES for that specific order.

7.3 Non-Excludable Liability: Nothing in these T&C excludes or limits liability for death or personal injury caused by negligence, for fraud, or any other liability that cannot be excluded or limited under HKSAR law, including the Control of Exemption Clauses Ordinance (Cap. 71).

7.4 Platform Disclaimers: The Platform is provided on an "as is" and "as available" basis. FSES may modify, suspend or discontinue any part of the Platform, giving reasonable notice where practicable, and does not guarantee uninterrupted access. Except as expressly stated in these T&C or in FSES's formal quotation, and to the extent permitted by law, FSES makes no warranty about information provided by Users or the outcome of any collaboration, impact report or nomination.

7.5 Indemnity: Each User shall indemnify FSES against any claims, losses, damages and reasonable costs (including legal costs) arising from that User's breach of these T&C or its User Content.

Article 8: Governing Law

8.1 Hong Kong Jurisdiction: These Terms & Conditions shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR). Any dispute that cannot be resolved through amicable negotiation within thirty (30) days shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

Article 9: Platform Use & General Provisions

9.1 Intellectual Property: The Platform, its design, software and content (other than User Content), and the Impact Bridge and FSES names and logos, belong to FSES or its licensors. Users may not copy, redistribute or commercially exploit any Platform content, Merchant profile or pricing information without FSES's prior written consent.

9.2 Prohibited Use: Users shall not: (a) use the Platform for any unlawful purpose; (b) misrepresent their identity, organisation, social enterprise status or certification, or procurement intent; (c) submit false or misleading enquiries, listings, collaboration data or nominations; (d) bypass FSES in breach of Clause 1.3; (e) upload unlawful, defamatory, infringing or offensive content, or disclose another person's personal data without authority; or (f) interfere with the security or operation of the Platform, attempt unauthorised access, or scrape the Platform with automated tools.

9.3 Suspension & Termination: FSES may suspend or close an account, or remove content, if a User breaches these T&C, provides false information, or uses the Platform in a way that may harm other Users, beneficiaries or FSES. Where practicable, FSES will give notice and reasons. Users may close their account at any time by contacting FSES. Articles 5.2, 6, 7, 8 and 9.1 survive termination.

9.4 Changes to these T&C: FSES may update these T&C from time to time. The updated version will be posted on the Platform with a new "Last updated" date, and registered Users will be notified of material changes. Continued use of the Platform after the changes take effect constitutes acceptance. Orders already confirmed remain subject to the terms of their formal quotation.

9.5 Entire Agreement & Precedence: These T&C, the Privacy Policy, the rules of the SE Supporter Award Scheme and any FSES formal quotation form the entire agreement on their subject matter. For a specific order, if there is any inconsistency between these T&C and FSES's formal quotation, the quotation prevails. If any provision is found invalid, the remaining provisions remain in force, and a failure to enforce any provision is not a waiver.

9.6 Third Party Rights: No person other than FSES and the User has any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term of these T&C.

9.7 Language: These T&C are available in English and Traditional Chinese. If there is any inconsistency, the English version prevails.

9.8 Contact: Fullness Social Enterprises Society Limited (FSES)