TECHDesign Member Terms and Conditions

TECHDesign Member Terms and Conditions
Last updated: March 7th, 2022

TECHDesign platform (TECHDesign.com) and its related functions, features, and services (collectively, “TECHDesign Services”) are operated by Callisto Holding Limited (“Callisto”, “we” or “us”) under the TECHDesign® brand name. Currently we provide two main services: TECHDesign eMarket, an e-commerce platform for direct component procurement, and TECHDesign eService, a network of suppliers across the electronic value chain from product, mechanical and electrical design, software and data services, to manufacturing and assembly, for customized design, manufacturing, and service projects, and/or end-to-end solutions.

When you use TECHDesign Services, you are required to register to be a member (the “Member”) and shall agree to the following terms and conditions (the “Terms and Conditions”). For certain TECHDesign Services where a purchase or transaction can be made without formal creation of a password and hence without a complete registration account, you will be deemed as a Member by entering into the transaction and shall still agree to the TECHDesign Member Terms and Conditions and comply with the Member’s obligations.

Please carefully read the Terms and Conditions and the Terms and Conditions constitutes a contract between the member and Callisto. Once a member completes registration or engages in a transaction through TECHDesign Services, such member shall be deemed to have read, understood and agreed to all terms and conditions below. If any member does not agree, please stop using TECHDesign Services
Member Agreement
1. In addition to these Terms and Conditions, all rules of use, regulations, handling principles, policies and relevant explanations of TECHDesign Services that have been published or that may in the future be published by Callisto are parts of these Terms and Conditions. The Member shall, in addition to agreeing to and complying with these Terms and Conditions, also agree to and comply with these rules of use, regulations, handling principles, policies and relevant explanations of services that have been published or that may in the future be published.

2. Callisto may amend these Terms and Conditions at any time. We suggest that the Members pay attention to these amendments or changes at all times, including the rules of use, regulations, handling principles, policies and relevant explanations of TECHDesign Services that have been published or that may in the future be published. Unless otherwise provided, amended provisions shall become effective at the time of publication or notice sent by e-mail. Starting from the effective date, if a Member continues to use TECHDesign Services, it shall be deemed that the Member has read, understood and agreed to all amended provisions. If any Member does not agree to any amended provision, such Member shall stop using TECHDesign Services. Callisto shall not be liable to any Member for any compensation or indemnification arising from the Member’s termination in using TECHDesign Services.

3. Callisto may interact with Members in electronic means or through electronic documents. If the contents of electronic documents or the communications exchanged between Callisto and the Member can be displayed in a complete manner and be accessed for verification in the future, such contents shall have the same effect as written documents.
Member and Registration
1. Members must be body corporate, natural persons with full legal capacities or legally registered juridical persons or legal entities. If the Member is a legal entity, it will be required to provide its official registration document of the legal entity and official identification document of the legal representative. If the Member is a minor under 20 years old, the legal guardian shall read, understand and agree to all Terms and Conditions and the amendments before the Member starts to use or continue to use TECHDesign Services. If the Member starts to use or continues to use the TECHDesign Services, it shall be deemed that the legal guardian has read, understood and agreed to all Terms and Conditions and all amendments.

2. To become a Member, the prospective Member must first complete the registration procedure, including completing personal information and providing the relevant documents or information required in the process of registration. If the Member wishes to use the complete functions of TECHDesign Services, the Member shall complete member certification in the manner required by TECHDesign Services at the time.

3. If the Member is a body corporate, the Member may also apply for an eMarket corporate account. Additional information, including but not limited to, the corporation’s country of incorporation, website, trade, bank account number and business registration certificate, will have to be submitted to us for our review. Callisto reserves the right and sole discretion whether to accept a Member’s application for an eMarket corporate account. Members who are granted an eMarket corporate account may be eligible to certain price discounts that are offered at the Supplier’s (as defined below) sole discretion.

4. The Member shall solely guarantee that all information provided is correct and up to date and that the Member shall not register membership in the name of any third party. If any information provided by the Member is changed subsequently, the Member shall update the information immediately. If the Member does not provide the information in a timely manner, or fails to provide information in the designated manner, or if the information provided is incorrect or inconsistent with the facts, or if the Member fails to update information immediately, Callisto may suspend or terminate the Member’s account directly, or refuse or suspend the provision of the TECHDesign Services in whole or in part to such Member at any time without notice.

5. The Member has the obligation to maintain the account name and password and shall not provide or disclose them to any third party for keeping or use. Any act engaged after logging in to the system of TECHDesign Services through use of a specific account name and password shall be presumed to be the acts of the account holder, and such holder shall take full responsibility for the acts. If the Member discovers or suspects that its account name or password has been used by a third person in a fraudulent or improper manner, the Member shall immediately notify Callisto.

6. Except where proven to result from any action attributable to Callisto, the Member agrees that Callisto takes no responsibility for any damages caused by its account and password being stolen or misused or in other conditions wherein Callisto cannot confirm whether such account is used by the Member.

7. Callisto may limit the number of member accounts registered by the same body corporate, natural person or juridical person. For applications to register as a Member, Callisto also reserves the right to determine whether the registration should be approved.

8. The Member agrees and authorizes Callisto to disclose part of the Member’s personal information to the counterparty that transacts with the Member in order to complete or provide relevant transactions or services, to fulfill the inquires or requests submitted by the Member, to properly handle disputes or to collect or refund payments from or to the transaction counterparty. The Member further agrees that any third party assisting with the processing of the transactions may disclose or provide the required personal information to Callisto. Callisto may also disclose or provide personal information of Members to such third party.

9. In the following circumstances, Callisto will view personal information of Members, including but not limited to transaction records and telecommunications records, and may provide the information to the court or relevant government authorities in accordance with the law. Callisto also reserves the right to refuse, suspend, and/or terminate TECHDesign Services in whole or in part to such Member.

  1. In accordance with the law, or pursuant to the order or requirement by the judicial authority or other relevant government authorities;
  2. In order to perform these Terms and Conditions, or when there is a concern that the Member may have breached these Terms and Conditions or other agreements or may have infringed upon a third party’s interest;
  3. In order to maintain the system security of the TECHDesign Services or legal interest of the operators;
  4. In order to protect the legal interest of other Members or other third parties; or
  5. If, in the reasonable opinion of Callisto, such Member has acted, in bad faith or otherwise, to interrupt, impede, obstruct and/or hinder the operations of TECHDesign Services, or has in any way caused material harm to Callisto and its operations.

10. When a Member receives other Members’ personal information from Callisto or from other Members, such receiving Member shall process the personal information solely for the purpose authorized by Callisto or as agreed by said other Members, and shall keep the personal information confidential and comply with the relevant personal data protection regulations including but not limited to EU General Data Protection Regulations and US privacy laws.

11. The information of membership registration and other particular information shall be protected and governed by the Privacy Policy of Callisto.
TECHDesign Services
1. Callisto only provides the platform infrastructure and related functions and features for the Member to provide, upload, and post objects, to engage in transactions, and to provide service on or through TECHDesign Services. The Member who provides the products and services on or through TECHDesign Services is also defined as a “Supplier”. The Suppliers for a particular kind of TECHDesign Services, such as TECHDesign eService and TECHDesign eMarket, are also governed by the respective Terms and Conditions, guidelines, and rules for that particular TECHDesign Services. The products and the services are sold and provided by the Supplier, unless otherwise agreed and arranged with specific suppliers.

2. TECHDesign Services allocate certain designated website spaces for Suppliers to introduce, market, and sell their products and services. Under the designated areas, these information, descriptions, and digital contents relating to Suppliers’ businesses, products, capabilities, and services, are provided, uploaded, published, and managed directly by Suppliers, and are displayed automatically on or through TECHDesign Services. Callisto makes commercially reasonable effort to filter or review the contents and attempts to request the Supplier to provide the most accurate objects, prescriptions, and relevant information possible. However, Callisto does not undertake any express or implied commitment or warranty about the genuineness, legality or timeliness of the contents.

3. Before entering into a transaction, the Member shall carefully review and evaluate the description of the products or services, Supplier’s credentials and business information, delivery agreements, and related terms. Once agreed, the contract of sale and purchase exists between the buyer and the Supplier. Each party shall be responsible for making payment and delivering the products and services respectively. Unless otherwise provided by law, neither party shall change its mind for any reason.

4. Any transaction or services engaged in through TECHDesign Services shall be negotiated and performed by the buyer and the Supplier. Callisto makes commercially reasonable effort to verify the Member’s qualification or identity; however, Callisto does not undertake any express or implied commitment or warranty about the willingness and ability of the buyer and the Supplier to perform the transaction or the quality, safety and legality of the products and services transacted. If the transaction parties encounter any dispute in the course of negotiation or performance of the transactions, such dispute should be negotiated and resolved between the transacting parties. In avoidance of doubt, if Callisto were to facilitate or help resolve the disputes or arguments when deemed necessary for the particular situation, it should not be interpreted as Callisto is assuming any responsibilities or liable for the result of the disputes. Neither the Supplier nor the buyer should file any claim or bring any lawsuit against Callisto in relation to disputes arising out of their transactions.

5. Any tax, charge or cost incurred from any transaction or services engaged in through the TECHDesign Services shall be borne or paid by the transacting parties in accordance with their respective applicable laws or the provisions of the contract.

6. The Member agrees that Callisto may send information related to member services or marketing events to its Members on regular or ad hoc basis.

7. In order to facilitate the transaction between the buyers and the Suppliers through TECHDesign Services, we provide an escrow and payment mechanism to govern transaction payment arrangement, any disputes due to any transaction, and payment refunded for the Suppliers and the buyers in the “TECHDesign Member Collection and Payment Service Rules”.
Code of Conduct
1. Member shall only use relevant services and functions provided by TECHDesign Services by using its own account name and password, and shall not assign or allow in any manner any other person to use its member account.

2. If a Member discovers that any other Member has breached the law, this Terms and Conditions, or any applicable code of conduct, the Member may file a report with Callisto.

3. No Member shall engage in any conduct of unfair competition (such as false quotation) in the course of transaction, nor shall any Member interfere with or obstruct the normal operation of TECHDesign Services (such as hacking), nor shall any Member send spam emails.

4. No Member shall engage in any manipulative transaction, false transaction, willful abandonment of tender, interference with another person’s transactions, or fraud. All conducts and statements by the Members on TECHDesign Services shall be consistent with the law and these Terms and Conditions.

5. No Member shall defame any other Member, nor shall any Member undertake any undue measure to increase its credit rating or to lower any other Member’s credit rating.

6. To the best of the Member’s knowledge, the information and descriptions it provides on TECHDesign Services should be correct, up-to-date, and truthful to its capabilities, functions, and specifications.

7. Members are entitled to use TECHDesign Services only for the purposes expressly set forth on TECHDesign Services and in the Terms and Conditions. Members should never (i) post nude, pornographic, sexually suggestive, violent, discriminatory, disparaging, defamatory, hateful, or infringing content to TECHDesign Services ; (ii) select, solicit or otherwise collect credentials of other Members for purposes other than transacting on or through TECHDesign Services, nor misuse their own credentials; (iii) probe or test the vulnerability of TECHDesign Services or any website made available to or through TECHDesign Services, nor breach the security or authentication measures on TECHDesign Services or any website made available to or through TECHDesign Services; or (iv) use TECHDesign Services for any illegal or unauthorized purpose.

8. Callisto or other right holders shall have their intellectual property rights (including but not limited to trademark right, patent right, copyright, trade secrets and proprietary technology) of the software or program, all website contents used by Callisto, including but not limited to text, graphics, data, information, materials, website architecture, website screen arrangement and website design. No Member shall acquire any express or implied license for any intellectual property right from Callisto by becoming a Member of TECHDesign Services. No Member shall use, reproduce or disseminate any written work, information, trademark or logo of the TECHDesign Services in any form without Callisto’s written consent. In case of any violation of intellectual property rights, Member shall be liable for damages to Callisto or other right holder, including but not limited to litigation costs and attorneys’ fees.

9. Members shall comply with all laws, rules and regulations including but not limited to the country laws or international trade related laws when the Member engages in transactions or services through TECHDesign Services and are solely responsible for ensuring that the Terms and Conditions are in compliance with all laws, rules and regulations applicable to the Member. The right to access TECHDesign Services shall be revoked where the Terms and Conditions or Member’s use of TECHDesign Services is prohibited by or conflicted with any applicable law, rule or regulation.

10. The product, service or any information acquired by the Member through use of TECHDesign Services (“Deliverable”) may be subject to export control of the local government in the places where the Members are located, where the Deliverables are located, or where the Deliverables are to be delivered (“Local Government”). The Member agrees not to use any Deliverable in the design, research and development or manufacturing of any nuclear weapon, missile, chemical weapon or biological weapon or other items prohibited to be transacted by the Local Government or laws, and not to export, re-export or transfer any Deliverable to any country or nation that is prohibited by law before acquiring the approval from the Local Government. The Member also understands that, before the approval from the Local Government is acquired, the Member shall not transfer the Deliverable or any product directly manufactured based on the Deliverable. The Member also agrees not to breach any local export law in the exportation or re-exportation of the Deliverable.

11. The Member agrees to defend, indemnify, and hold harmless Callisto and Callisto’s officers, employees, contractors, directors, suppliers, shareholders, predecessors, successors in interest and representatives from all demands, liabilities, loss, claims, and expenses, including reasonable attorneys’ fees, due to or arising out of or in connection with Member’s use or misuse of, or access to, TECHDesign Services or the content in violation of the Terms and Conditions. This indemnification will survive the termination or expiration of Member’s use of the TECHDesign Services or the content.

12. The Member agrees and understands, if the Member engages in any conduct that might be in violation of laws, including but not limited to the aforementioned conducts, terrorism, or money laundering, Callisto will report to the government where the Member is located or any other competent government.
System Maintenance and Service Interruption
1. Callisto will make commercially reasonable efforts to maintain the normal operation of TECHDesign Services, allowing transactions among Members to proceed smoothly. However, TECHDesign Services are only provided on an “As-Is” basis and Callisto does not undertake any express or implied commitment or guarantee that:

  1. the specific requirements of the Members will be satisfied;
  2. the system and software will operate continuously without interruption;
  3. the data may be transmitted, processed, saved and backed up in a timely manner and correctly without error; or
  4. any error in the system, software or data will be discovered and corrected in a timely manner.

2. When TECHDesign Services are suspended or interrupted due to routine maintenance, relocation, replacement, upgrade or repair, Callisto will give notice to Members by email or public announcement before the suspension or interruption.
Limitation of Liability
1. TECHDesign Services and content are delivered on an “As-Is” and “As-Available” basis and without warranties of any kind, express or implied, including but not limited to any warranties of title, accuracy, non-infringement, merchantability, and fitness for a particular purpose.

2. In no event will Callisto promise that TECHDesign Services or content will be secure, error-free, or available at any particular time or location, or that any defects or errors will be corrected, or that Member’s use of or access to TECHDesign Services or content will provide any specific result that meets the requirements of Member.

3. Callisto and Callisto’s directors, employees, agents, suppliers, partners, and the providers of the content do not warrant and cannot ensure that any content Member receives or downloads from TECHDesign Services will be free of viruses or harmful components or destructive features.

4. Callisto disclaims any and all damage, liability or injury for any acts, omissions, failure of performance, error, interruption, defect, delay in operation or transmission, computer malware, unauthorized access by third parties in connection with or with regard to Member’s use of or access to TECHDesign Services, the content or the third parties’ links. Member is solely responsible for Member’s own use of or access to TECHDesign Services, its content, and any website made available on or through TECHDesign Services. The sole remedy for Member against Callisto for dissatisfaction with TECHDesign Services or the content is to stop using TECHDesign Services.

5. In no event does Callisto or anyone at Callisto make any representations or warranties with respect to TECHDesign Services or content.

6. In the event of any direct or indirect damage caused due to the following events, Callisto shall not be liable for compensation:
  1. TECHDesign Services are suspended or interrupted;
  2. any transactions cannot be carried out;
  3. any data is lost or destroyed;
  4. any events are caused by routine maintenance, relocation, replacement, upgrade or repair of TECHDesign Services;
  5. any losses or destruction of data are due to backup error or failure;
  6. any events are caused by any third party beyond Callisto’s full control; or
  7. any events are caused by natural disaster or other event of force majeure.

7. The Member understands and agrees that, if Callisto is liable to any Member to compensate damages in accordance with the law, such liability shall be limited to the total amount of fees paid by the Member to Callisto in such event.

8. Except where prohibited by law, in no event will Callisto be liable to Member for any consequential, indirect, incidental or punitive damages, including without limitation lost profits, even if Callisto has been advised of the possibility of any of the aforementioned damages.

9. The quality and contents of any third party service designated by TECHDesign Services (including but not limited to shipper or third party payment service) shall be the responsibility of the third party. Therefore, in the use of TECHDesign Services, certification may not be completed due to third party system, the quality of relevant network connection or other reason of force majeure. If any basic information provided by the Member is incorrect, making it impossible for the TECHDesign Services to give timely notice to the Member about emergency measures undertaken in anomalous circumstances, Callisto shall not be liable for any compensation.
Governing Law and Jurisdiction
1. These Terms and Conditions and applicable rules of use, regulations, handling principles, policies and relevant explanations of services shall be governed by the laws of Republic of China (“R.O.C.”), and the rules of choice of law do not apply.

2. In case of any litigation due to any dispute between the Member and Callisto in relation to the TECHDesign Services, these Terms and Conditions or any rules of use, regulations, handling principles, policies and relevant explanations of services, the Taipei District Court, R.O.C. shall be the first-instance court of jurisdiction.