6. Customer’s undertaking for use of the “e-Office” & Ancillary Services & undertaking for indemnity

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.

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.

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

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.

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.

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

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).

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 officers, employees or agents.

Without prejudice to the generality of the aforesaid provisions : -

(a) 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;

(b) WTBC gives no warranty that its network or services shall be continuous, or will be free from faults. Under no circumstance shall WTBC be liable to Customer or any third party for any loss, damages, claim, liability, cost or expense resulting from any termination or disconnection of a call service; and

(c) WTBC shall not be held liable for any damages, including long-distance charges, which results from unauthorized and/or unlawful use of the Customer’s account committed by virtue of individuals gaining access to the Customer’s telecommunication system and Customer is advised to take all requisite measures and steps for eliminating such security risk.

Without prejudice to the specific provisions on exemption and/or limitation of liability comprised in clauses 3 and 8, the limit of liability of the Service Provider, in the unlikely event that any of the aforesaid provisions may not be applicable for whatsoever reason, towards a Customer for use of the E-Office and Ancillary Services shall be limited to US$100.00.

9. General

The right to use the e-Office & Ancillary Services is personal to each Customer & non-transferable.

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.

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.

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 possess the legal right and ability to enter into the Contract. The Customer agrees to be financially responsible for the use of the e-Office and 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 ___________, 2008.

_________________________________________________

(Name of Customer [with company chop if not an individual])