These Terms and Conditions of AG Club (these “Terms and Conditions”) govern the AG Club membership program. By joining and using the membership program, you agree to be bound by these Terms and Conditions.

1. Scope

   AG Club is a loyalty program operated by Vital Care Hong Kong Limited (“VCHK”), a member of CK Life Sciences group, which provides a platform offering its members various benefits and services. A member of AG Club will be able to receive and/or redeem various benefits/services offered by or through AG Club subject to these Terms and Conditions and other terms and conditions which may be announced or notified to members from time to time by different means of communication.

2. Membership Application
   1. AG Club membership is open to all individuals who are aged 18 or above, except where the membership is prohibited by law.
   2. Subject to above, an individual can join AG Club by filling and submitting the application form in one of the following channels:
      1. AG website (www.adriengagnon.com.hk);
      2. mobile applications of AG; or
      3. other channels as may be announced by AG Club from time to time.
   3. Application is subject to approval by AG Club whose decision shall be final and conclusive. Under no circumstance would any reason for refusing application be given.
   4. Applications for AG Club membership will not be accepted unless and until:
      1. all required information and personal data of the applicant has been provided; and
      2. the applicant has successfully submitted and completed the activation procedure
   5. Any application submitted with false or inaccurate information or personal data, will be rejected and/or if membership has been granted, such membership shall be deemed terminated. AG Club shall have the right to claw back, seek redress and/or invalidate benefits paid or to be paid (if any) to such individuals whose memberships are deemed terminated.
   6. Except with valid and justified reason, AG Club will not accept any application for membership by previous members whose accounts had been cancelled.
3. Tiers of Membership
   1. There are 4 tiers of membership (Basic, Silver, Gold and Platinum), based on the designated eligible spending amount announced by AG Club from time to time (via AG website or otherwise) within the Membership Year (defined below).
   2. Upon successful application and activation of membership in AG Club, all users will be immediately granted with the Basic membership. AG Club will start monitoring the points earned by the Member and adjust the membership tier upward or downward by reference to the eligible spending in each Membership Year. Member has to accumulate the necessary annual eligible spending to maintain or upgrade the tier of membership concerned.
   3. Membership upgrade and downgrade are automatically handled by the system, based on accumulated eligible spending (excluding purchase of Adrien Gagnon Gift Cards and Vouchers).
   4. AG Club has the right to invite any individual to become a member in a particular tier without following the designated spending amount.
   5. Unless otherwise stated, the entry criteria can be satisfied only by accumulating eligible spending on the Qualified Products through Authorized Channels (both defined below).
   6. Once a member is upgraded to any tier above Basic membership, he/she shall be entitled to remain in that tier for 12 months and receive the corresponding tier benefits, regardless of the accumulative eligible spending amount within that period of time. Thereafter, the tier of membership will be re-assessed by reference to the accumulative eligible spending amount during the time he/she stayed in that upgraded tier
   7. All tiers of Member’s accumulated eligible spending will be automatically reset to zero without notice at the end of the Membership Year and no compensation will be made.
   8. The Membership Year accumulated annual eligible spending will be calculated on an individual basis despite the My Family Membership account.
   9. All tier movements are subject to the sole discretion of AG Club. In determining any tier movement in any direction, AG Club may take into account various factors including, but not limited to, points earnings, redemption activities, spending and payment history on qualified products, as well as other data collected, compiled, generated or held by AG Club from time to time.
4. My Family Membership
   1. Applicant can connect with up to 3 other individual accounts (can be friends or family members) to form a family account (“My Family” Membership) to accumulate the eligible spending amount for membership upgrade. Applicant can elect at any time to form My Family Membership account.
   2. Points earned by one member account in the My Family Membership account concerned will stay in that member’s account. The member can use the points earned by him/her at any time on an individual basis.
   3. If a member or members of the My Family Membership account concerned want to aggregate all the points in the My Family Membership account concerned and use the aggregated points together, they can transfer their points to one designated account (“Core Account”) through the AG website or mobile apps.
   4. Upon successfully transfer of points to the Core Account, the Core Account holder can then use such aggregated points.
   5. Member(s) can freely leave the My Family Membership by sending request to other members of the My Family Membership account concerned via AG website or mobile apps. The Member(s) will leave the My Family Membership account automatically after up to 14 days.
5. Duration

   Subject to clause 7 of these Terms and Conditions, Basic membership has no time limit. Silver, Gold and Platinum membership however is only valid for 12 months (“Membership Year”). All tiers of Member’s accumulated eligible spending will be automatically reset to zero without notice at the end of the Membership Year and no compensation will be made.

6. Points and Benefits Redemption
   1. AG Club Membership is acquired and held on an individual account basis, all eligible accumulative spending and benefits can only be used solely by the individual concerned.
   2. Points are strictly not transferrable except “My Family” Membership. Members are not permitted to transfer any of their points to other Members whose accounts are not connected under “My Family” Membership.
   3. An AG Club member can earn points calculated by various exchange ratios based on eligible spending on designated Adrien Gagnon Products in Hong Kong (“Qualified Products”) through authorized channels (“Authorised Channels”) as posted on AG website, pushed through Apps or howsoever published. AG Club reserves the right to review and update the list of Authorised Channels/Qualified Products from time to time without advance notice.
   4. The exchange ratios shall be solely determined and may be adjusted from time to time by AG Club, and the ratios may be different for different products, at different promotion period, membership tiers and/or Authorised Channels.
   5. Unless officially announced otherwise, the exchange ratio will be posted on the AG website and the exchanged points will be automatically credited to member’s account.
   6. Member records including the accumulated eligible spending amount and reward points are based on the computer records of AG Club, save and except for manifest error.
   7. Purchases of Adrien Gagnon Gift Cards and Voucher and delivery service charges do not qualify for any points, accumulative eligible spending or free delivery service.
   8. All cancelled transactions and shopping refunds will result in the automatic deduction of points and eligible spending amount obtained from the relevant purchases, including the extra points earned from specific promotions.
   9. All points credited to a Member’s account can be used by the member but AG Club has the right to make subsequent adjustments to the account without prior notification to rectify any inaccurate entries. AG Club is not responsible for any loss of points due to technological or system problems. The point records of AG Club shall prevail. AG Club will not accept any claim of missing points.
   10. AG Club may at anytime deduct any points or eligible spending from any AG Club Member’s account under the following circumstances:
       1. incorrect crediting of points or eligible spending to any AG Club Member’s account by AG Club;
       2. cancellation, reversal or refund of any relevant qualifying products by the AG Club Member;
       3. in the case of actual or suspected fraud; or
       4. any other scenarios as AG Club see fair and just in safeguarding the integrity of points transactions.
   11. In the event the AG Club Member has already redeemed/transferred the points which they are not entitled to, AG Club may:
       1. charge the AG Club Member the full recommended retail price of the redeemed products/services;
       2. charge the AG Club Member the transferred points at the prevailing exchange ratio; or
       3. exercise a combination of any of the above treatments.
   12. All benefits, offers, awards and services of AG Club are subject to availability. While AG Club will use its best endeavours to meet the needs of Members with the limited stock/duration/resources available at the time, AG Club reserves the rights to change/substitute the products/services/contractors concerned at any time without notice to the best it can at that time.
7. Personal Data
   1. This Clause and the Privacy Statement in AG website provide information on the obligations and policies of AG Club in relation to the privacy issues associated with the collection, retention, processing or handling of personal data by AG Club. The Privacy Statement specifically addresses the obligations in respect of the data privacy laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Throughout these Terms and Conditions, the meaning of the term "personal data" is as defined in the Personal Data (Privacy) Ordinance (“Ordinance”).
   2. Where AG Club's operations are subject to privacy legislation other than that of Hong Kong, then this Clause shall be applied so far as practicable and consistent with such local legislation. For further details on the compliance with the Ordinance and any other privacy legislation, please contact the Data Protection Officer at the address set out in the Privacy Statement.
   3. All collection, storage, transmission and other handling or usage of personal data shall be done in accordance with the obligations and requirements of the Ordinance.
   4. Until the cessation of membership, members agree (unless otherwise notified to AG Club), to receive notifications, newsletter, marketing and other nature of information delivered through AG website or AG Club in whatever format through the use of the members’ contact information and geolocation data including notice of gifts, discounts, special offers, benefits and other promotions.
   5. Where cookies are used to collect information about visitors of AG’s websites and apps, cookies or similar tracking tools on your machine or device will be used to, for example, personalise your user experience and/or maintain your identity across multiple webpages and/or Internet sessions. Our websites and apps are initially set up to accept cookies. You can opt out of or delete historical cookies by changing the settings on your web or mobile browsers; however, if you do so, you may find that certain features on our websites and/or our apps may not work properly.
8. Cancellation and Termination
   1. A membership with AG Club will be cancelled if AG Club thinks just, or if the member has:
      1. no purchase, login nor other activities through the member account during the past 24 months;
      2. acted in an inappropriate, fraudulent, abusive or hostile manner;
      3. breached or violated the terms and conditions applicable to AG Club;
      4. engaged in any misconduct or wrongdoing when participating in AG Club or when using AG Club’s benefits, including the provision of fraudulent information in registration, point earning or benefits redemption;
      5. been declared bankrupt; or
      6. passed away.
   2. AG Club shall owe no liability to the members whose accounts are cancelled because of the reasons aforesaid. All unredeemed points and other benefits will be forfeited immediately and the same cannot be reinstated.
   3. AG Club may be terminated with advance notice to all active members. All members shall then within the period before the termination consume all the points regardless of the original expiry dates applicable to the points. Any credit balance of points which existed on the date of the termination of AG Club will be deemed forfeited and in respect of which AG Club shall owe no liability to the members or to any other persons.
9. Limitation of Liability
   1. AG Club is not responsible for: (a) any loss or misdirection of, or delay in receiving, any membership application, correspondence, redemption requests, or handling the benefits; (b) theft or unauthorized redemption of benefits; (c) any acts or omissions of third parties; or (d) any errors published in relation to the description of the benefits, information about points and its exchange ratio.
   2. The benefits that members can receive from or through AG Club may contain products or services supplied by third parties. The acceptance of such services or consumption of those products shall be at the Member/user's own risk and AG Club shall not be liable for any personal injury or property damage suffered by the Member/user.
   3. AG Club shall not in any way be liable for any direct, indirect, special, exemplary, punitive, incidental or consequential loss or damage or expense of any kind, whether based on contract, tort or otherwise which arise out of or are in any way connected with AG Club, and whether such loss, damage or expense is caused by negligence or otherwise, and whether AG Club has any control over the circumstances giving rise to the claim or not.
   4. AG Club makes no warranties or representations, either expressed or implied with respect to type, quality or fitness of goods or services provided by or through AG Club.
   5. Each user/Member of AG Club assumes all the risks of loss in the use of the internet whether during or as a result of visiting the AG website and/or third party website(s) inside/linked to the AG website.
   6. In any event, the maximum liability of AG Club under the AG Club loyalty program shall be limited to the maximum Designated Annual Spending Amount for the member in the membership year concerned or the alleged loss suffered by the member concerned, whichever is the smaller
   7. All disclaimers made by AG Club in this Terms and Conditions shall be equally applicable to VCHK, all directors and staff of AG Club and VCHK.
10. Miscellaneous Provisions
    1. Modification. The mode of operation, composition, contents and general administration of AG Club may be changed at any time, for any reason and without the members individually notified.
    2. Taxes. In case the points or other benefits received from or through AG Club are subject to income or other taxes. The member is responsible for paying all such taxes and AG Club will not be liable for any tax liability, duty or other charges in connection with those points or benefits.
    3. Interpretation of Terms. The interpretations of these Terms and Conditions and all other terms and conditions applicable to AG Club shall be at AG Club’s sole discretion and decisions which will be final, binding and conclusive. In the event of any dispute in connection with AG Club, AG Club’s decisions will be final, binding and conclusive. In the event of any discrepancy between the English version and any translated version, the English language version will prevail.
    4. Waiver. A waiver of breach of any specific term of AG Club will not constitute a waiver of breach of other terms or a waiver of any prior or subsequent breach of the same term. Under no circumstance will there be any waiver from AG Club unless such waiver is explicitly communicated in any official channel.
    5. Exclusion. All terms expressed or implied by statute or otherwise are hereby excluded to the fullest extent permitted by law.
    6. Third Party Rights. Save for the Company, no other party has any right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623, the Laws of Hong Kong) to enforce these Terms and Conditions and all other terms and conditions applicable to AG Club and/or to enjoy any benefit under these Terms and Conditions and all other terms and conditions applicable to AG Club.
    7. Choice of Law and Venue. These Terms and Conditions and all other terms and conditions applicable to AG Club shall be governed by the laws of Hong Kong and any disputes arising out of or related to AG Club will be resolved in private in accordance with HK law through mediation and/or arbitration held within Hong Kong.
11. Agreement to be Bound
    1. Each member of AG Club agrees that he/she has:
    2. read, understood and accepted all these Terms and Conditions and those published at AG website which are expressly incorporated as part of the terms and conditions herein;
    3. read, understood and agreed to the arrangement with respect to the collection, use, retention, access of his/her personal information set out in these Terms and Conditions and also to AG Privacy Statement which is accessible through the AG website; and
    4. accepted that these Terms and Conditions and Privacy Statement may at any time be amended, modified or supplemented to suit the contemporary needs and development of AG Club and its activities, and that continued participation in the membership will constitute an acceptance of such amendment, modification, or supplementation.

Effective Date: 25 Apr 2022