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Terms and
Conditions
of Service.

These terms and conditions of service (the “Terms”) are provided by Ouzhou Asia Limited and  Ouzhou Private Limited, companies registered in Hong Kong and Singapore respectively (hereinafter collectively referred to as “Ouzhou Consulting”). 

Use of the Ouzhou Consulting website (the “Website”) or any Ouzhou Consulting Services (as defined below) are subject to the Terms.

BY ACCESSING OR USING ANY OUZHOU CONSULTING SERVICES YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THESE TERMS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND ANY ACCOMPANYING RISKS AND OBLIGATIONS.

1. Definitions

1.1 “You” includes:

a) any company using Ouzhou Consulting’s corporate secretarial online service (an “Ouzhou Consulting Company”); and

b) any individual linked to an Ouzhou Consulting Company whether as shareholder, director, officer, employee on behalf of an Ouzhou Consulting Company.

 

1.2 “Customer” means any person using the Ouzhou Consulting Services whether on his or her own behalf or on behalf of a third party. All users represent and warrant to have the legal right and full power and authority to execute, deliver and exercise the rights and perform the obligations under these Terms on behalf of the third party.

2. Services 

2.1 Nature of the services provided by Ouzhou Consulting (the “Ouzhou Consulting Services”): Ouzhou Consulting is a corporate service provider offering set-up and maintenance services for companies, from company secretary to accounting, bank account opening, advisory or tax,

 

By using any Ouzhou Consulting Service, Customer agrees to engage Ouzhou Consulting to provide corporate secretarial services for Customer. These services may include the following:

 

  • company secretary

  • registered office address

  • payroll

  • accounting

  • taxation and filing

  • consulting (bank account opening, back-office support etc)

 

2.2 By appointing Ouzhou Consulting as Customer’s company secretary service provider, Ouzhou Consulting shall carry out, or appoint one of its employees to carry out, or appoint a third party service provider to carry out, the duties of a company secretary in accordance with Hong Kong and Singapore laws.

 

2.3 Ouzhou Consulting shall only provide the company secretary services as requested by Customer from time to time orally, in writing or any other manner in which Ouzhou Consulting may accept. Customer agrees that Ouzhou Consulting has no liability to Customer for any loss or damage arising out of or in relation to Ouzhou Consulting carrying out the company secretary services in accordance with Customer’s instructions.

 

2.4 Customer shall indemnify Ouzhou Consulting (and/or any of its affiliates) against any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Ouzhou Consulting in the course of and pursuant to its duties and obligations in carrying out the company secretarial services in accordance with your instructions or these Terms.

 

2.5 Payment of the relevant invoice by the Customer constitutes acceptance of the terms outlined in these Terms. Upon the expiration of the initial term as indicated in the relevant invoice, services will be subject to renewal upon further payment by the Customer for successive periods unless terminated by either party. 

 

2.6 If Ouzhou Consulting, in its opinion, is obliged to meet any legal and other requirements or obligations with regard to Customer, Customer agrees that Ouzhou Consulting is authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, including taking professional advice at Customer’s cost.

 

2.7 At the request of Ouzhou Consulting, Customer shall provide Ouzhou Consulting with all documents and information as required by Ouzhou Consulting in order for Ouzhou Consulting to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason as Ouzhou Consulting may consider necessary from time to time.

 

3. Registration

3.1 In order to use the Ouzhou Consulting Services, the Customer must provide some information and documents. The Customer undertakes and warrants to provide exact, exhaustive, sincere and correct information and documents.

 

3.2 In case of any change in the information provided upon registration the Customer undertakes to update this information without delay. Ouzhou Consulting shall not in any way be held liable in case the Customer has not updated its information or has not notified Ouzhou Consulting of any change of situation whatsoever.

 

4. Intellectual property

4.1 Ouzhou Consulting owns copyright in the content of the Website. You may download and temporarily store one or more of the pages of the Website for the purposes of viewing them and you may print any page from the Website for use only by Customer and its employees, officers and agents.

 

4.2 Any other storage, copying, transmission or distribution of the content of the Website as well as creation of any derivative works with respect to the Website
is prohibited without our consent.

 

4.3 So long as the Customer complies with these Terms, Ouzhou Consulting grants the Customer a worldwide, limited non-exclusive, royalty-free, non-assignable, non-transferable and revocable licence to use the Website in order to gain access to Ouzhou Consulting’s Services.

 

4.4 The marks ‘Ouzhou Consulting’ and its logo, are trademarks of Ouzhou Consulting, and nothing in these Terms gives Customer the right to use those trademarks without Ouzhou Consulting’s prior written approval.

 

4.5 Ouzhou Consulting and Customer may use third party software and application programming interfaces (“APIs”) when using the Website or the Ouzhou Consulting Services. Ouzhou Consulting does not guarantee the reliability of such third-party software or APIs. The Customer agrees that Ouzhou Consulting Is not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information, the Website or Ouzhou Consulting Services.

 

5. Payment terms

5.1 By paying the relevant invoice for the Ouzhou Consulting Services, the Customer hereby agrees to these Terms. Customer shall remit payment to Ouzhou Consulting in advance as specified in the invoice for the services rendered. Payment is due by the specified date on the invoice.

 

5.2 Ouzhou Consulting’s acceptance of Customer’s order shall take place only on commencement of the Ouzhou Consulting Services that Customer ordered from Ouzhou Consulting. Ouzhou Consulting reserves the right to decline an order for Ouzhou Consulting Services for any reason and will refund any fees prepaid if an order is declined, provided that no Ouzhou Consulting Services have been used by Customer.
 

5.3 All payments are processed by an independent third-party payment processor. Ouzhou Consulting excludes all liability for any loss or damage that might arise from the processing of Customer’s payment information, and the terms of service of that independent third-party payment processor shall apply.

 

5.4 Customer acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then Customer’s liability to Ouzhou Consulting will automatically be deemed a debt immediately due and payable. 

 

5.5 Ouzhou Consulting prices for the Services are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the Services. If a Customer does not pay for any Ouzhou Consulting Services in full and on time then Ouzhou Consulting reserves the right to either terminate the use of the Customer Account; and/or suspend and/or terminate the performance of the Ouzhou Consulting Services forthwith in whole or in part.

 

6. Confidentiality

6.1 Definition of Confidential Information. In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the terms of any order form(s) entered into by the parties, Customer Content, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, the results of any audit related to the Services (including but not limited to any security audit), financial information and fee structures, business processes, methods and models, and technical documentation. Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

 

6.2 Protection of Confidential Information. Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisors (collectively known as “Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.

 

6.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 6 in addition to any other remedy to which the disclosing party is entitled at law or in equity.

 

6.4 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal proceeding or regulatory requirement; provided, however, that in such event the receiving party will, if lawfully permitted to do so. The receiving party will provide only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. If Ouzhou Consulting is compelled by law to access or disclose the Customer’s Confidential Information as part of a civil proceeding to which the Customer is a party, the Customer will reimburse Ouzhou Consulting for the reasonable costs of compiling and providing secure access to such Confidential Information.

7. Limitation on liability

7.1 To the fullest extent permitted by law, Ouzhou Consulting and its affiliates, directors, officers, employees, agents, representatives, partners expressly limit their liabilities in connection with or arising out of the provision of the Ouzhou Consulting Services.

 

7.2 The Ouzhou Consulting Services are provided on a “as is” basis. No assurance, representation or warranty of any kind is made whether express or implied about Ouzhou Consulting Services. While Ouzhou Consulting makes every effort to ensure the quality of its services, it does not make any representation or warranty that:

a) the information or content provided as part of the Ouzhou Consulting Services will be entirely correct and up to date; 

b) the documents generated as part of the services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose or legally sound;

c) Ouzhou Consulting Services are free from bugs or viruses;

d) correspondence between a Customer and Ouzhou Consulting will be free from interception, corruption, error, delay or loss;

e) access to Ouzhou Consulting Services will always be available or uninterrupted; or

f) use of Ouzhou Consulting Services will achieve any particular result and meet your expectations.

 

7.3 Ouzhou Consulting should not be liable for any indirect, special, incidental, punitive, exemplary or consequential losses or damages or any loss of profit, business or data arising out of the use of or the inability to use Ouzhou Consulting Services. Any liability of Ouzhou Consulting to any Customer is limited strictly to the amount paid by the Customer to Ouzhou Consulting (if any) for the Ouzhou Consulting Services.

 

8. Indemnity 

8.1 You agree to indemnify and hold Ouzhou Consulting (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (a) your breach of these Terms, (b) your use of Ouzhou Consulting Services and/or (c) any misrepresentation made by you.

 

8.2 Customer represents, warrants and undertakes that it shall comply with all applicable laws and regulations when using any Ouzhou Consulting Services.

 

8.3 Customer shall indemnify Ouzhou Consulting (and/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Ouzhou Consulting arising from Customer’s breach of clause 8.2 above.

 

9. Termination of the services

9.1 Ouzhou Consulting  may terminate the Ouzhou Consulting Services by giving at least thirty (30) days’ written notice to the other party. If Ouzhou Consulting decides to terminate the Ouzhou Consulting Services before the expiry date, Ouzhou Consulting shall reimburse you for the remaining months of unused services.

 

9.2 If you decide to terminate the Ouzhou Consulting Services before the Services expiry date, Ouzhou Consulting shall not reimburse any portion of the remaining payment.

 

9.3 If you decide to terminate the Ouzhou Consulting Services before the Services expiry date, because of clear negligence and/or material fault by Ouzhou Consulting, then Ouzhou Consulting shall refund the balance of the current annual services fees on a pro-rata basis in respect of the unexpired period to which the annual services fees relate.

 

10. Waiver and severability

Ouzhou Consulting’s failure to enforce a provision is not a waiver of Ouzhou Consulting’s right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting the initial intent.

11. Privacy

You understand that any message or information you send to Ouzhou Consulting may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

12. Variations of these terms

These Terms may be varied from time to time. In case of a material change to the Terms, Ouzhou Consulting will inform Customer by notice and, by continuing to use the Ouzhou Consulting Services, Customer agrees to be bound by the then current terms.

13. Third party rights

Only Customer and Ouzhou Consulting shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms, whether by virtue of the Contracts or otherwise.

14. Governing law

These Terms and all issues regarding the Ouzhou Consulting Services are governed by Hong Kong law and shall be subject to the exclusive jurisdiction of Hong Kong courts.

15. Dispute resolution

Any dispute, controversy, or claim arising out of or in connection with this agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of arbitration of the Hong Kong International Arbitration Centre (HKIAC). The number of arbitrators shall be one appointed in accordance with the said rules. The place of arbitration shall be Hong Kong. The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

For other issues, please contact: contact@ouzhouconsulting.com.

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