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Standard Terms and Conditions for use of the “e-Office” &/or Ancillary Services 1. Definition In these Standard Terms & Conditions, the following expressions shall have the following meanings : Expressions Meanings of the expressions “Ancillary Services” Such of the Service Provider's services as stipulated in clause 4 of these Standard Terms & Conditions which are to be provided by Service Provider to the Customer as agreed in the Contract “Contract” the agreement in writing between Service Provider and the Customer expressly or implicitly incorporating these Terms and Conditions “Customer” such person, entity or corporation who has subscribed for the use of the e - Office &/or Ancillary Services under the Contract “e - Office” A virtual office without any actual physical premises as more particularly set out in clause 2 of these Standard Terms & Conditions (as may be supported with the Ancillary Services) “Service Charges” the fee as agreed in the Contract for use of the Ancillary Services “Service Period ” the period as agreed in the Contract for use of the e - Office & Ancillary Services “Service Provider” World Trade Business Centre Limited “Subscription Fee” the fee as agreed in the Contract for use of the e – Office 2. The agreement for use of the “ e -Office” In consideration of the Subscription Fee, the Service Provider grants to the Customer the right to use for its lawful business purpose during the Service Period the “ e -Office” which comprises : - (a) a local correspondence address in the Hong Kong Special Administrative Region [as may be designated from time to time by the Service Provider at its sole discretion] for receipt and temporary holding of mails addressed to the Customer; (b) one local telephone number in the Hong Kong Special Administrative Region [as may be designated from time to time by the Service Provider at its sole discretion] for receipt of calls all over the world; and (c) one overseas telephone number in the chosen service country [as may be designated from time to time by the Service Provider at its sole discretion] for receipt of local calls of the said chosen service country. 3. Policy on use of the “ e -Office” 3.1 Service Provider shall be under no obligation to receive, handle or store any mail (collectively referred to as “item”) which is not addressed directly to the Customer or its employees or is marked care of the Customer or its employees (or are understood to be having similar effect), unless otherwise agreed in writing between the Service Provider and the Customer. Upon receiving such items, the Service Provider may dispose of the same in such manner as it shall think fit without any notice to the Customer. 3.2 Unless otherwise requested, Service Provider will only collect on behalf of the Customer letter-size mails from government or business entities. Upon receipt of any oversized mail, the Service Provider will immediately return such mail to the sender and bill the Customer for any mail or freight charges if it has incurred such charges. 3.3 The “ e -0Office” is for the Customer's use only and is not to be used for high volumes of mail, resulting from, for example, advertising campaign responses. Its use is subject to the Service Provider's “ fair use policy ” whereby if any at time, in Service Provider's sole discretion, the use of the “e-Office” exceeds the level of use reasonably expected from someone using such office for individual or single company use, the Service Provider is entitled to terminate or suspend the Customer's account with the Service Provider for use of the “e-Office” without prior notice (though the Service Provider will attempt, but is not so obliged, to confirm such termination or suspension by subsequent notice). 3.4 Apart from the aforesaid, Service Provider may in its absolute discretion refuse to accept delivery of any item for any reason, including but without limitation to any of the following : - (a) there is no or insufficient prepaid postage; (b) any payment from the Customer is outstanding; (c) if it appears to the Service Provider, in its sole opinion, that delivery of the item is in breach of any of the laws of the Hong Kong Special Administrative Region; or (d) if the “ e- Office” is being used for the storage or delivery of items of value. 3.5 If the Service Provider refuses to accept any item for a Customer, it will endeavour to inform the Customer at the Customer's last known address of that decision but Service Provider shall not be responsible for any loss, damage or other consequences to the Customer or any third party. 3.6 Service Provider has no knowledge of the value of any item nor will it accept any notification or declaration of the value thereof. Accordingly, the liability of the Service Provider in respect of any damage or loss of any kind whatsoever is limited to [US$1.00] for each item and shall not in aggregate exceed [US$10.00] for each month. 3.7 Service Provider shall not in any event be liable for any indirect or consequential loss, including loss of profit, however it may arise, nor for any liability, cost, claim, demand or expenses arising from any event including, but not limited to, any loss, damage, delay or wrong delivery of postal items. 3.8 Item addressed to the Customer will be stored for three (3) days free of charge, after which the Customer will be charged [US$5.00] respectively per mail per day. Rates charged for calls are subject to change without notice. 4. Service Provider's services (being subscribed to be used as “Ancillary Services”) 4.1 Service Provider also offers various services as particularized below at its website www.worldtradebc.com & other websites owned and operated by worldtradebc.com (collectively referred to as the “Service Provider website(s)”), which services may be subscribed to be utilized by the Customer as Ancillary Services at such Service Charges, if any, as stipulated from time to time in the Service Provider website(s) : - (i) diversion of incoming telephone calls to any other landline or mobile telephone, as the case may be, subject to the Service Provider's acceptance of such chosen destination; (ii) answer of such telephone calls on behalf of the Customer by the mode of e-secretarial service whereby message shall be forwarded to the Customer via email; and (iii) forwarding of items delivered to the local correspondence address by the Hong Kong Postal Service or any statutory or other body authorized from time to time by law to operate mail delivery service to one particular address [all over the world] as shall be designated by the Customer from time to time. 4.2 Any use of such services stipulated under clause 4.1 by the Customer which exceeds or is out of the scope of time span of free service as set out in the Contract are all subject to such Service Charges for the Ancillary Services based on the rates as set out in the Service Provider's Rate Table, as may be stipulated from time to time in the Service Provider website(s) or changed by the Service Provider without prior notice. Continuous use of the Ancillary Services by the Customer after change of the rates is effected shall be deemed to as acceptance such rates with knowledge thereof. R ates are based on a full minute and call times for each call are billed in full minute increments after the initial one-minute minimum. C harges for a call commence as soon as the called number is answered by person, machine or otherwise and the credit balance is reduced for each answered call in accordance with the rates; and a call is immediately disconnected or terminated when the credit balance becomes zero. 5. Subscription Fee, Service Charges & security deposit The Customer agrees and undertakes as follows: - (a) to pay to the Service Provider the first 6 months' Subscription Fee upon commencement date of the Contract as well as the subsequent Subscription Fee in advance on the fist day of the relevant service month during the remaining period of the Subscription Period; (b) to pay to the Service Provider at the end of each month or upon demand the Service Charges for use of such Ancillary Services that are not provided free of charge and are used during that month or over a particular period as Service Provider may specify; (c) to pay to the Service Provider interest at the rate of two (2) per cent per month on any monies owing by the Customer to the Service Provider in the event that the same shall be in arrears for seven (7) days after the presentation of the relevant invoices; and (d) to deposit with the Service Provider such Security Deposit as set out in the Contract for the performance and observance of the undertakings contained in this clause, which security deposit shall be refundable free of interest within fourteen (14) days after the expiration of the Service Period or the earlier termination of the Contract, whichever shall be the earlier, or such longer period as may be necessary to ascertain such amount which is due to the Service Provider by the Customer PROVIDED THAT there shall be no arrears of accounts payable by the Customer remaining unsettled and no breach of any of the Customer's undertakings contained herein. Any determination by the Service Provider as to any amount due from and payable by the Customer under the Contract shall, in the absence of manifest error, be conclusive and binding on the Customer. 6. Customer's undertaking for use of the “ e- Office” & Ancillary Services & undertaking for indemnity 6.1 The Customer's use of the “ e- Office” & Ancillary Services is subject to all applicable local laws and regulations. The Customer is fully responsible for the contents of the transmission through utilization of the Service Provider's services upon the mutual understanding that the Service Provider simply acts as a passive conduit for the Customer to send and receive information of the Customer's own choice. 6.2 Without prejudice to the generality of the aforesaid provision, the Customer specifically agrees, in relation to its use of the “ e- Office” and Ancillary Services, as follows : - (a) not to transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; (b) not to transmit any material which are deemed to be incendiary, indecent, obscene or constitute in any form of propaganda which is unlawful, harassing, libelous, abusive, threatening, harmful and vulgar in nature or otherwise comprising objectionable material of any kind or nature; (c) not to interfere or disrupt networks connected to the Ancillary Services; (d) to comply with all regulations, policies and procedures of networks connected to the Ancillary Services; (e) not to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (f) not to use or subject the e- Office & Ancillary Services to be utilized for dispatch &/or transmission of chain letters, junk fax or junk mail, spamming or any use of distribution lists by any person who has not given specific permission to be included in such a process; & (g) not to interfere with another Customer's use and enjoyment of the Service Provider's services or another entity's use and enjoyment of similar services. 6.3 The Customer agrees to indemnify the Service Provider and each of its licensors and service providers from and against any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third party, any other violation of any law or regulation prohibiting transmission of unsolicited faxes, emails or telephone calls and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based upon the use of the e- Office & Ancillary Services by the Customer, its employees, agents or contractors, whether or not the same amounts to any violation of specific terms and conditions of the Contract. This clause shall survive the expiration or earlier termination of the Contract. 7. Termination of Contract & Clearance of Subscription Fee/Service Charges 7.1 Service Provider reserves the right to take any action with respect to the Customer's account which is deemed necessary or appropriate in its sole discretion if it believes the Customer or such information may (i) create liability for the Service Provider, (ii) compromise or disrupt the Ancillary Services provided for such Customer or other Customers, or (iii) cause the Service Provider to lose (in whole or in part) the services of its suppliers. Without prejudice to the aforesaid provision, Service Provider also reserves the right to terminate or suspend at its sole discretion such account without prior notice, though the Service Provider will attempt to confirm such termination or suspension by subsequent notice. Until the notice period in the said notice has expired, the Customer will be billed the normal Subscription Fee and/or Service Charges on a recurring basis. 7.2 Without prejudice to the generality of the aforesaid provision, the Service Provider is entitled to terminate the Agreement with the Customer immediately on the latter declaring bankruptcy or going into liquidation or making any arrangement or composition with its creditors or upon the failure of the Customer to comply with any of the provisions of clauses 6.1 & 6.2 . 7.3 In the event of any termination of the Contract before the expiry of the Service Period by the Customer, the Customer shall be liable to pay the Service Provider as liquidated damages and not as penalty (i) one month's standard Subscription Fee as applicable to the e- Office, (ii) where a special discount off the Service Provider's standard Subscription Fee/Service Charges applicable to the e-Office &/or Ancillary Services as published from time to time has been granted by the Service Provider to the Customer, an amount equivalent to the difference between the discounted Subscription Fee/Service Charges and the aforesaid standard Subscription Fee/Service Charges for the period during which the Customer has used the e-Office and/or Ancillary Services and (iii) such remaining balance, if any, of the first 6 months' Subscription Fee being paid &/or payable by the Customer upon commencement of the Contract. 8. Variation of Service Provider's services & Exclusion of liability of the Service Provider 8.1 The Service Provider may at any time & at its sole discretion add to or delete from the “Service Provider's services” any service or vary the categories and the extent of the “Service Provider's services” or suspend any “Service Provider's services” as it sees fits (without any compensation of any kind to the Customer). 8.2 The Service Provider shall not be liable for any loss, claim, demand, action, proceeding, damages, costs or expenses or other liability incurred by the Customer or its employees in utilization of the e-Office & Ancillary Services, nor shall the Service Provider be liable for the Customer's loss of use, profits, contracts, productions or revenue, increased costs of working or business interruption howsoever caused by, arising out of or in connection with utilization of the e- Office & Ancillary Services, irrespective of whether such loss, increased costs of working or business interruption is caused by the negligence, misconduct, or omissions of the Service Provider or its officer, employees or agents. 8.3 Without prejudice to the generality of the aforesaid provisions, if the correspondence address or telephone numbers provided to the Customer by virtue of the Customer's subscription for use of the e-Office is rendered unusable for the Customer's purpose as a direct or indirect cause due to any force majeure event, it shall not be liable for the Customer's loss of use, profits, contract, production, revenue, increased costs of working or business interruption arising out of or in connection to any of such events. The Service Provider shall in which event, in its sole discretion, designate another correspondence address and telephone numbers as substitution for use by the Customer. 9. General 9.1 The right to use the e- Office & Ancillary Services is personal to each Customer & non-transferable. 9.2 All notices given by either party shall be in writing and signed by the issuing party and shall be sufficiently served if delivered by hand or sent by registered post to the other party's last known address. 9.3 Upon the termination of the Contract, the provisions thereof shall cease to have effect subject always to the rights of the parties in respect of any antecedent breach or claims under the Contract. 9.4 Neither failure nor delay by any party in exercising any right, power or remedy under the Contract shall operate as a waiver thereof, nor shall any single or partial exercise of the same precluding any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no wavier by any party of any breach of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. If at any time any provision of the Contract is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of the Contract shall be affected or impaired thereby. 10. Customer's representations The Customer, in the case of an individual, represents and warrants that he/she is at least 18 years of age or, as applicable, the age of majority and that he/she possesses the legal right and ability to enter into the Contract. The Customer agrees to be financially responsible for the use of the e- Office & Ancillary Services (as well as for use of his/her account with the Service Provider by others) and to comply with his/her responsibilities and obligations as stated in these Standard Terms & Conditions. 11. Jurisdiction The rights and obligations of the Company and the Customer under the Contract shall be governed and construed entirely in accordance with the laws of the Hong Kong Special Administrative Region. 12 . Personal Data 12.1 Customers are required to provide personal data (“data”) in accordance with the requirements of the Office of the Telecommunications Authority for the purpose of the provision of the e-Office &/or Ancillary Services. 12.2 Service Provider is entitled to make use of the data collected for marketing goods and services to the Customer and is also entitled to use or disclose the same to any appointed nominee or agent of the Service Provider for the purpose of collecting any or all outstanding sums owed by the Customer to the Service Provider, in which event the Service Provider shall not be liable for any act, omission, negligence or default of such nominee or agent. 12.3 Save as aforesaid, Service Provider will keep the data confidential (except such data which are already in the public domain or already become public by disclosure by a third party or are ordered to be disclosed by court of competent jurisdiction), but the right to transfer the data to the following persons is reserved:- (a) agents, contractors and other organizations associated with the Service Provider or in reliance upon which the Ancillary Services are to be provided; (b) government agencies authorized with proper search warrant; and (c) Under any circumstances wherein disclosure of such data is legal. 12.4 Customers requesting change or access to their own personal data may be required to pay a reasonable fee. I/We, the undersigned, hereby confirm as the Customer that these Standard Terms & Conditions form part and partial of the Contract of the same date made between me/us on the one part and World Trade Business Centre Limited on the other part for use of the “e-Office” &/or Ancillary Services. Dated this _________ day of ___________, __________. _________________________________________________ ( [Sign with company chop])