Terms and Conditions (T&C) for Zenyu Happy Shopping Limited Scope of Application These Terms and Conditions apply to all business relationships between Zenyu Happy Shopping Limited (hereinafter referred to as the “Company”), UNIT 1005, 10TH /F, BOSS COMM CTR, 28 FERRY ST, District: YAU MA TEI, Region: Kowloon, Hong Kong, 000000, and its clients (hereinafter referred to as the “Clients”). These T&C apply exclusively to businesses and legal entities within the meaning of Hong Kong law. Conclusion of Contract Contracts between the Company and the Client may be concluded orally (e.g. via telephone or video call), in writing (e.g. by email), or in text form. Oral agreements require written confirmation by the Company to be legally binding. The Client agrees that conversations may be recorded for documentation and evidentiary purposes, insofar as this is permissible under applicable Hong Kong law. Contract Content The Company provides services in the areas of E-Commerce brand building, scaling, media buying, sourcing, fulfillment, branding, consulting, and strategic advisory. The Company endeavors to deliver services to a high professional standard but does not guarantee specific economic or business results. The exact scope of services shall be defined in the respective individual contract or agreement. Client’s Duty to Cooperate The Client undertakes to provide all information, data, and materials required for the provision of services (e.g. company information, product data, logos, images, access credentials) in a timely, complete, and digital form. The Client shall maintain an active digital presence (e.g. website, online shop, advertising accounts, or social media channels) for the duration of the cooperation and grant the Company the necessary access rights. Failure to comply with these obligations entitles the Company to suspend its services or terminate the contract for cause. Compensation and Payment The remuneration agreed upon shall be specified in the respective contract. Unless otherwise agreed, invoices are due for payment immediately upon receipt. All prices are exclusive of VAT or other applicable taxes and governmental charges. In the event of delayed payment, the Company reserves the right to charge late payment interest and fees in accordance with Hong Kong law. Contract Duration and Termination The duration and termination provisions shall be governed by the respective agreement. Unless otherwise agreed, contracts may be terminated with a notice period of three (3) months, effective at the end of the calendar month. The right to terminate for cause remains unaffected. Any termination must be made in writing. Liability The Company shall be liable only for damages caused by intent or gross negligence. Liability for slight negligence is excluded, unless such negligence results in injury to life, body, or health. In all other cases, liability shall be limited to foreseeable damages typical for the type of contract. Data Protection The Client is responsible for ensuring that any personal data provided or processed within campaigns has been lawfully collected and may be processed. The Company acts as a data processor in accordance with applicable Hong Kong data protection laws and shall process personal data solely within the scope and purpose defined in the contractual agreement. Intellectual Property All content, materials, and work results created by the Company, including but not limited to concepts, designs, texts, advertisements, and images, remain the intellectual property of the Company unless otherwise agreed in writing. The Client is granted a simple, non-exclusive, non-transferable, and time-limited right of use for the duration of the contract. Any modification or further use beyond the agreed scope requires the prior written consent of the Company. Jurisdiction and Applicable Law These T&C and all contractual relationships between the Company and the Client shall be governed by the laws of Hong Kong, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes arising from or in connection with this contract shall be the competent courts of Hong Kong. Final Provisions Any amendments or supplements to these Terms and Conditions must be made in writing. Should any provision of these T&C be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision.