GENERAL TERMS AND CONDITIONS

Name: YOOV
Address: 19/F, Rykadan Capital Tower, 135 Hoi Bun Road, KT, KLN, HK, HK
Telephone: +852 2988 8883
Price range: $$

These Terms and Conditions form an integral part of the offer letter (the “Offer Letter”) entered into between YOOV Internet Technology (HK) Limited (“YOOV”) and you (the “Customer”) to which they are attached.

1. Definitions and Interpretation

1.1. The definitions and rules of interpretation in this clause apply in the Agreement.
Agreement means the Offer Letter, together with these Terms and Conditions (including any hereto) and any other terms and conditions and/or agreement referred to in the Offer Letter.
Authorised Users means employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Business Day means a day other than a Saturday, Sunday or general holiday in Hong Kong on which banks in Hong Kong are open for general business.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5 or clause 12.6.
Customer Data means the data provided, inputted or made available by the Customer, Authorised Users, or YOOV on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation means the document(s) made available to the Customer by YOOV online via https://yoov.com (or by any other means as may be notified by YOOV to the Customer from time to time) which set(s) out a description of the Services and the user instructions for the Services.
Effective Date means the date specified in the Offer Letter (or such other date as mutually agreed by YOOV and the Customer in writing).
Fees means the fees payable by the Customer to YOOV for the User Subscriptions.
Initial Subscription Term means the initial term of the Agreement as specified in the Offer Letter (or such other term as mutually agreed by YOOV and the Customer in writing).
Mandatory Policies means YOOV’s business policies available on https://yoov.com (or as notified by YOOV to the Customer by any other means), as may be amended from time to time.
Normal Business Hours means the hours of 09:30 to 18:30 on any Business Day. Unless otherwise specified, any reference to time shall be based upon Hong Kong time.
Renewal Period means the period described in clause 15.1.
Services means the subscription services provided by YOOV to the Customer under the Agreement via https://yoov.com (or any other means as notified to the Customer by YOOV from time to time), as more particularly described in the Offer Letter.
Software means the online software applications provided by YOOV as part of the Services.
Subscription Term has the meaning given in clause 15.1.
Support Services Policy means YOOV's policy for providing support in relation to the Services as made available at https://yoov.com (or as may be notified by YOOV to the Customer by any other means from time to time).
Party means a party to the Agreement.
Premises means the address at which the Services will be used.
Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China.
Territory means the whole world.
User Subscriptions mean the user subscriptions to be made available by the Customer pursuant to 6.1which allow or enable Authorised Users to gain access to and use the Services and the Documentation in accordance with the Agreement.
Virus means anything or any device (including any software, code, file or programme) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; or (d) result in unauthorized access, use, transfer, disclosure or leakage of any Customer Data by or to any third party.
Vulnerability means a weakness in the computational logic (including but not limited to codes) found in software and/or hardware components which, when exploited, would result in a negative impact on the confidentiality, integrity, or availability of the said software and/or hardware components, and the term Vulnerabilities shall be construed accordingly.
1.2. Headings of any clause or Schedule herein are included for convenience of reference only and shall in no way affect, define or limit the interpretation of any clause or Schedule in the Agreement.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns (where context permits).
1.4. A reference to a company herein shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to the same as is in force on the date of the Agreement (and as amended from time to time).
1.8. A reference to a statute or statutory provision shall include all subordinate legislation that is in force as at the date of the Agreement under such statute or statutory provision.
1.9. Unless otherwise specified, references to clauses herein are to the clauses of these Terms and Conditions.

2. Services

2.1. YOOV will provide the Services to the Customer in accordance with and subject to the Agreement.

3. Conditions of Use

3.1. Subject to the terms and conditions of the Agreement, YOOV hereby grants the Customer a non-exclusive and non-transferable right (without the right to grant sublicences) to use, and/or to permit the Authorised Users to use, the Services during the Subscription Term solely for the Customer’s internal business operations. For the avoidance of doubt, YOOV retains all right, title and interest in any pre-existing intellectual property rights that are owned by YOOV, and which may be used in carrying out the Services, including any modifications or improvements made to the said intellectual property rights during or as a result of the Services to be provided under the Agreement.
3.2. Use of the Services is governed by the Agreement, the Documentation and any other usage notices and limitations as notified by YOOV to the Customer from time to time. The Customer assumes all risks, costs, and expenses in connection with the use of the Services.
3.3. The Customer is solely responsible for the suitability of the Services chosen by it and for determining whether they meet its capacity, performance and scalability needs. The Customer hereby acknowledges and agrees that YOOV will not and is not in the position to, advise the Customer on its own equipment and software/operating environment with a view to determining any additional capacity, performance and/or scalability required. The Customer further acknowledges and agrees that it has not relied upon any advice, representation and/or promise from YOOV that is not recorded in the Agreement.
3.4. The Customer shall not access, store, distribute or transmit any Viruses or any other material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and YOOV reserves the right, without incurring liability to the Customer and without prejudice to its other rights or remedies (at law or otherwise) against the Customer, to disable the Customer's access to and/or remove any material that, in the view of YOOV, contravenes this clause 3.4.
3.5. The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation (in Hong Kong or otherwise); or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this agreement; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into YOOV's network and information systems.

4. Customer Data and Personal Data

4.1. The Customer shall own all rights, titles and interests in all of the Customer Data (save for any personal data involved in the Customer Data) and shall have the sole responsibility for maintaining and/or verifying the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer further agrees to make and maintain copies of all Customer Data in connection with the Services at its own expenses.
4.2. Unless otherwise agreed or specified (in clauses 6.6 and 15.6(c)or otherwise), YOOV shall retain the Customer Data during the term of the Agreement (as provided for under clause 9) subject to the applicable laws and regulations in Hong Kong, and keep the same confidential in accordance with clause 12. Within 6 months after the expiration or termination of the Agreement, YOOV shall disable and delete all Customer Data relating to the Customer’s account with YOOV, after which the Customer Data shall be rendered unrecoverable and irretrievable.
4.3. The Customer agrees and authorises YOOV to use the Customer Data to the extent necessary or desirable for the performance of YOOV’s obligations under the Agreement and the Privacy Policy of YOOV that is made available at https://yoov.com (or by any other means as may be notified by YOOV to the Customer from time to time).
4.4. Insofar as personal data (if any) is concerned, each Party to shall comply with, and reasonably assist the other Party in complying with, all applicable legal or regulatory requirements in respect of personal data (under the Laws of Hong Kong or otherwise), including but not limited to the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO“).
4.5. Insofar as personal data (if any) is concerned, the Customer agrees to take all reasonable steps to ensure that:- (i) each of the data subjects involved in the Services (including but not limited to the Authorised Users) has given the requisite consent and approval, (ii) all the relevant legal and regulatory requirements (including but not limited to those in the PDPO) have been complied with, for the Customer and YOOV to collect, store, use, disclose and transfer their personal data in connection with the Services.
4.6. From time to time, YOOV and its affiliates may prepare marketing materials and provide information to publications concerning the identity of their customers. The Customer hereby authorises YOOV and its affiliates to disclose its name for these limited purposes. For the avoidance of doubt, except as provided for in clause 12, no confidential information will be disclosed without the prior approval of YOOV and its affiliates.
4.7. YOOV will use reasonable commercial endeavours to protect the security of the Customer’s data from the perspective of organizational structure and from technological perspective, and shall only release data and information according to the instructions of Customers (unless otherwise required by law). YOOV shall not provide specific data generated by Customers to any third parties without the prior consent of the Customer (unless otherwise required by law).
4.8. Notwithstanding clause 4.7 above, YOOV reserves the right to use aggregated statistical information and data, which would be anonymous and not directed to any specific user, for its business purposes.
4.9. (Where applicable) the Customer may make request in writing to YOOV to delete any data and information in the Customer’s possession stored in the POS system.
4.10. (Where applicable) YOOV does not process any information stored in YOOV POS system without prior consent of the Customer, and all the said information is owned by the Customer. All data are secured based on AES256 encryption standard and will be treated as confidential.
4.11. (Where applicable) notwithstanding clauses 4.7 to 4.10 above, the Customer consents to the process and disclosure of information stored in the POS system (including but not limited to transaction IDs, credit card details) by YOOV to third parties including but not limited to banks, payment platform agents and law enforcement agencies for the purpose of investigation of fraud and crimes or compliance with an order of the Hong Kong Court.

5. Third Party Providers

5.1. The Customer acknowledges that the Services may allow, enable or assist it to gain access to the website content of, to correspond with, and to purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. YOOV makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website are between the Customer and the relevant third party, and not YOOV. YOOV recommends that the Customer refers to any terms and conditions and privacy policy available at any such third-party website or otherwise made available by any such third party prior to using the relevant third-party website. YOOV does not endorse, recommend or approve any third-party website nor the content of any such website made available via the Services.

6. YOOV's Obligations

6.1. Subject to clause 6.3, YOOV agrees to provide the Services to the Customer in accordance with, and subject to, the terms and conditions in the Agreement with reasonable skill and care.
6.2. In the event of non-compliance with clause 6.1, YOOV will, at its expense, use reasonable commercial endeavours to rectify any such breach or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution shall constitute the Customer’s sole and exclusive remedy for any non-compliance of clause 6.1 on the part of YOOV.
6.3. Clause 6.1 shall not apply in the event of (a) any use of the Services on the part of the Customer or any Authorised Users contrary to YOOV ‘s instructions, or (b) any modification or alteration of the Services made by any party other than YOOV or YOOV ‘s duly authorised contractors or agents.
6.4. For the avoidance of doubt, YOOV:
(a) does not in any way warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
(iii) the Software or the Services will be free from Vulnerabilities or Viruses.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.5. The Agreement shall not prevent YOOV from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
6.6. YOOV shall follow its internal archiving procedures to store Customer Data, which may be amended by YOOV at its sole and absolute discretion from time to time. In the event of any loss or damage to Customer Data caused by any act on the part of YOOV, the Customer’s sole and exclusive remedy against YOOV shall be, without affecting the generality of clause 6.2, for YOOV to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data as maintained by YOOV in accordance with its internal archiving procedures. YOOV shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by (a) the Customer itself, (b) the Authorised Users, and (c) any third party (except those third parties that are sub-contracted by YOOV to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

7. Customer’s Obligations

7.1. The Customer shall, at its own expense:
(a) duly and timely comply with the Agreement and any other reasonable instructions made by YOOV to the Customer insofar as the Services and/or the Agreement are concerned from time to time;
(b) cooperate with YOOV and provide YOOV with all necessary access to such information as may be required by YOOV for the purpose of providing the Services, including but not limited to Customer Data, security access information and configuration services;
(c) without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) carry out all other responsibilities on the part of the Customer as set out in the Agreement in a timely and efficient manner. In the event of any delays in the provision of any assistance by the Customer as agreed by parties to the Agreement, YOOV may adjust any agreed timetable, timeframe or schedule in delivering the Services as may be reasonably necessary;
(e) take all reasonable steps to ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement. For the avoidance of doubt, the Customer hereby acknowledges and agrees that it shall be fully responsible, and will, where appropriate, indemnify YOOV, for any Authorised User’s breach of the Agreement;
(f) obtain, and maintain the validity of, all necessary licences, consents, and permissions as are necessary for YOOV, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by YOOV from time to time; and
(h) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for (i) procuring, maintaining and securing its network connections and telecommunications links from its systems to YOOV ‘s data centres, and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
7.2. The Customer shall ensure that all usernames and passwords required to access the Service are kept secure and confidential. In case of any unauthorized use of its passwords or any other breach of security, the Customer agrees to immediately notify YOOV (who will take all necessary rectification steps including but not limited to resetting the Customer’s password) and to take all other actions that YOOV reasonably deems necessary to maintain or enhance the security of its computing systems and networks and the Customer’s access to the Services.
7.3. The Customer shall comply with all applicable laws, legislations, sub-legislations and regulations governing the use of the Services in the Territory. Without limiting the foregoing, the Customer shall comply with the applicable laws, legislations, sub-legislations and regulations of the Hong Kong Special Administrative Region, the Customer’s own internal regulations (if any) or otherwise governing its actions.

8. Free Trial

8.1. YOOV may, at its sole and absolute discretion, offer a free trial of the Services to the Customer. Upon the commencement of the period of free trial, the Customer acknowledges and agrees to be bound by (a) the terms and conditions of the Agreement and (b) further terms and conditions designated by YOOV at its sole and absolute discretion.
8.2. The free trial shall terminate automatically upon the date and time designated by YOOV at its sole and absolute discretion. YOOV further reserves the right, at its sole and absolute discretion, to withdraw or to modify any offer of free trial and terms and conditions relating to the said offer at any time without prior notice to the Customer and without incurring any liability.

9. Term

9.1. The Agreement will be effective from the Effective Date and continue during the Initial Subscription Term. The Initial Subscription Term may be renewed from time to time in accordance with clause 15.1. For the avoidance of doubt, the Agreement will remain effective until it is terminated in accordance with clause 15.

10. Fees and Payment

10.1. In consideration for being provided with the Services, the Customer shall pay the Fees to YOOV in accordance with clause 10.
10.2. Upon the issuance of the Offer Letter by YOOV, and (unless otherwise agreed or specified therein). For the avoidance of doubt, where the Offer Letter is not signed by the Customer within the said timeframe or in accordance with the manner otherwise specified by YOOV in the Offer Letter, YOOV would owe no obligation to the Customer (to provide the Services or otherwise) and is entitled to make any amendment whatsoever to the proposed fees or decline to provide a fee quotation after expiry of any offer made by YOOV at its sole and absolute discretion.
10.3. YOOV will issue invoice(s) to the Customer setting out the Fees to be charged by it. If YOOV has not received payment of any fees payable by the Customer to YOOV within 7 days after the date of the invoice(s), and without prejudice to any other rights and remedies available to YOOV:
(a) YOOV may, without incurring liability to the Customer, disable the Customer's password, account and access to any or all of the Services (where applicable), and YOOV shall be under no obligation whatsoever to provide any or all of the Services while the outstanding fees concerned remain unpaid;
(b) Interest shall accrue on a daily basis on such outstanding fees at 3% over the best lending rate of The Hongkong and Shanghai Banking Corporation Limited, commencing on the due date and continuing unless and until the outstanding fees are fully paid; and
(c) The Customer shall pay all costs and expenses incurred (whether directly and indirectly) by YOOV in connection with the recovery or attempted recovery by YOOV of the outstanding fees owed by the Customer to YOOV under the Agreement (including without limitation (a) fees incurred by commission of debt collection agents and (b) legal costs on an indemnity basis).
10.4. Unless otherwise specified or agreed, all amounts and fees stated or referred to in the Agreement or any subsequent invoice as issued by YOOV:
(a) shall be payable in Hong Kong dollars; and
(b) are non-cancellable and non-refundable.
10.5. The Customer acknowledges and agrees that YOOV may commission a debt collection agent to collect any outstanding amount owed by the Customer to YOOV. The Customer further acknowledges and agrees that, subject to clause 4, data held by YOOV relating to a data subject may be provided to debt collection agents for the sole purpose of recovery of outstanding amount owed by the Customer to YOOV.

11. Intellectual Property Rights

11.1. The Customer acknowledges and agrees that YOOV and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks, or any other rights or licences in respect of the Services or the Documentation.
11.2. YOOV confirms that it has all the rights in relation to the Services and the Documentation that are necessary for YOOV to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

12. Confidentiality and Compliance with Policies

12.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
12.2. Subject to clause 12.4, each Party shall hold the other's Confidential Information in confidence and must not make the other's Confidential Information available to any third party, or use the other's Confidential Information, for any purpose not contemplated under the Agreement.
12.3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Where disclosure to its employees or agents is necessary, each party to the Agreement shall take all reasonable steps to ensure that the extent of such disclosure is no more than necessary and that such employees and agents shall hold the Confidential Information in confidence.
12.4. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent that it is legally permitted to do so, it shall give the other party prior notice if possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it shall take into account the reasonable requests of the other party (if any) in relation to the scope and extent of such disclosure.
12.5. The Customer acknowledges and agrees that the details of the Services, and the results of any performance tests of the Services, shall constitute YOOV's Confidential Information.
12.6. YOOV acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Customer, including all materials containing such information, which are supplied by the Customer to YOOV or developed by YOOV in the course of developing the site shall be considered as the Customer’s Confidential information.
12.7. No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other party (and such consent shall not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
12.8. Each party acknowledges and agrees that the above provisions of clause 12 shall survive termination of the Agreement.
12.9. In performing its obligations under the Agreement, the Customer shall comply with the Mandatory Policies.

13. Indemnity

13.1. Without prejudice to other provisions hereof, the Customer agrees to fully indemnify and hold harmless YOOV and its affiliates, officers, employees, directors, owners, agents, service providers, information providers, licensors and licensees from and against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees on an indemnity basis) arising out of or in connection with the Customer’s and/or the Authorised User’s (a) breach(es) of the Agreement and/or (b) use of the Services and/or Documentation. The Customer shall cooperate as fully as reasonably required in the defence of any such claim, action or proceeding. YOOV reserves the right, at its own expense, to assume the exclusive defence and control of any claim or matter subject to indemnification by the Customer.

14. Limitation of Liability

14.1. Except as expressly and specifically provided in the Agreement:
the Customer assumes sole responsibility for and YOOV shall not be liable for the use or any decisions made arising from the use of the Services by a Customer, and any Customer shall hold YOOV harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
(a) YOOV shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to YOOV by the Customer in connection with the Services, or any actions taken by YOOV at the Customer's direction, instruction and/or request;
(b) Subject to clause 14.2, YOOV does not assume any liability or responsibility to the Customer or any third party for any loss, damage or expense suffered or incurred by the Customer or any third party arising from or in connection with (i) the act, omission, negligence or default on the part of the Customer, or any correspondents, agents or other parties involved in any Services and (ii) the reliance by YOOV upon any instruction which YOOV believes to be given by the Customer notwithstanding any error, misunderstanding, fraud or lack of clarity in term of such instructions;. and
(c) the Services and the Documentation are provided to the Customer on an “as is“ basis.
14.2. Nothing in the Agreement excludes the liability of YOOV:
(a) for death or personal injury caused by YOOV's negligence; and/or
(b) for fraud (including but not limited to fraudulent misrepresentation).
14.3. Subject to clause 14.1 and clause 14.2:
(a) YOOV shall not be liable whether in tort (including for negligence or breach of any statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
(b) YOOV's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Fees paid under the Agreement during the 12 months immediately preceding the date on which the claim arose.
14.4. Nothing in the Agreement excludes the liability of the Customer for any breach of the Agreement (including but not limited to any infringement or misappropriation of YOOV’s intellectual property rights, whether referred to in clause 11 or otherwise).

15. Subscription Term and Termination

15.1. The Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Subscription Term and be renewed thereafter for successive periods of 12 months (each a “Renewal Period”) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the (“Subscription Term”). The terms and conditions set forth in the Agreement shall remain in effect during each Renewal Period save and except that YOOV shall have the right to revise the fees payable by the Customer to YOOV under clause 2.1 of the Offer Letter for each Renewal Period. YOOV shall notify the Customer of the revised fees at least 1 month prior to the expiry of the Initial Subscription Term or the Renewal Period (where applicable).
15.2. The Customer may give notice of termination in writing to YOOV at least 1 month before the expiry of the Initial Subscription Term or any Renewal Period, in which case the Offer Letter shall terminate upon the expiry of the same Initial Subscription Term or Renewal Period.
15.3. YOOV may, at its sole and absolute discretion, give notice of termination in writing to the Customer to suspend or terminate the provision of any or all of its Services to the Customer under the Offer Letter 1 month before the proposed date of suspension or termination without providing any reasons
15.4. Either party may, without affecting any other right and/or remedy to which it is entitled, terminate the Agreement with immediate effect by giving written notice to the other party (the “Defaulting Party”) if:
(a) the Defaulting Party commits a material breach of any other term of the Agreement and, if such breach is remediable, fails to remedy such breach within a period of 30 days after being requested in writing to do so;
(b) the Defaulting Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
(c) the Defaulting Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Defaulting Party with one or more other companies or the solvent reconstruction of the Defaulting Party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy, winding up or dissolution (where applicable) of the Defaulting Party other than for the sole purpose of a scheme for a solvent amalgamation of the Defaulting Party (being a company) with one or more other companies or the solvent reconstruction of the Defaulting Party, in which case 30 days’ advance written notice must be given by the Defaulting Party to the other party;
(e) where the Defaulting Party is a company, partnership or limited liability partnership, an application is made to the court, or an order is made, for the appointment of a liquidator, provisional liquidator or receiver, or if a notice of intention to appoint a liquidator, provisional liquidator or receiver is given or if a liquidator, provisional liquidator or receiver is appointed, over the Defaulting Party. For the avoidance of doubt, the reference to “liquidator, provisional liquidator or receiver” herein includes reference to any other officer with similar roles and responsibilities, whether in Hong Kong or in jurisdictions other than Hong Kong;
(f) where the Defaulting Party is a company or limited liability partnership, the holder of a qualifying floating charge over the assets of the Defaulting Party has become entitled to appoint or has appointed a liquidator, provisional liquidator or receiver (or any other officer with similar roles and responsibilities, whether in Hon Kong or in jurisdictions other than Hong Kong);
(g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days
(h) any event occurs, or proceeding is taken, with respect to the Defaulting Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.4(b) to clause 15.4(g) (inclusive);
(i) the Defaulting Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(j) the Defaulting Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
15.5. Without limiting the generality of clause 15.4 above, YOOV may, at its sole and absolute discretion, suspend or terminate this Agreement and any or all of the Services provided by it to the Customer with immediate effect by giving written notice to the Customer, if :-
(a) YOOV considers, at its sole discretion, that the Customer has provided false information to YOOV both before or after signing the Offer Letter, or the Customer did not have the authority to sign the Offer Letter;
(b) YOOV considers, at its sole and absolute discretion, that the Customer’s use of the Services under the Offer Letter poses a threat to the security or performance of YOOV’s network or any of its customers or suppliers;
(c) YOOV considers, at its sole and absolute discretion, that the Customer’s use of the Services is illegal, or that the Customer has misappropriated or infringed the property rights (including but not limited to the intellectual property rights) of YOOV and/or any third parties;
(d) YOOV reasonably believes that the Customer’s use of the Services under the Offer Letter has exposed or will expose YOOV to any civil or criminal liability;
(e) the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 60 days after being requested in writing to make such payment;
(f) the Customer gains, or attempts to gain, unauthorised access to YOOV’s computer system.
15.6. On termination of the Agreement for any reason:
(a) all licences granted under the Agreement shall immediately terminate and the Customer shall immediately cease to use any or all of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) YOOV may destroy or otherwise dispose of any or all of the Customer Data in its possession at the expenses of the Customer unless YOOV receives, no later than 10 days after the date of termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data, in which case YOOV shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of receipt of the said written request from the Customer, provided that (i) the Customer has, at that time, paid all fees and charges outstanding at and resulting from the termination of the Agreement (whether or not due at the date of termination).The Customer shall pay all reasonable expenses incurred by YOOV in returning or disposing of any or all of the Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
15.7. Without limiting the scope, rights or effect of any clause relating to the termination of the Agreement provided for in the Agreement, the Customer acknowledges that, where it would like to terminate the Agreement during the Initial Subscription Term or any Renewal Period, it will not be entitled to any refund of Fees paid by it to YOOV.

16. Force Majeure

16.1. YOOV shall have no liability whatsoever to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of YOOV or any other party), failure of a utility service or transport or telecommunications network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

17. Variation

17.1. YOOV may revise any provisions contained in these Terms and Conditions and/or introduce additional provisions at any time and from time to time after giving reasonable notice to the Customer. Such provisions, any revision and/or additions thereto shall become effective when brought to the attention of the Customer by way of notice and shall be deemed to have been accepted by, and binding on, the Customer if the Customer continues to use any of the Services currently provided by YOOV after the effective date of such notice.
17.2. No variation of the Offer Letter shall be effective unless it is made in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1. No failure or delay by a Party to exercise any right or remedy provided for under the Agreement or by law shall constitute a waiver of the same or any other right or remedy, nor shall it prevent or restrict the further exercise of the same or any other right or remedy by either Party. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of the same or any other right or remedy.

19. Rights and Remedies

19.1. Except as expressly provided for in the Agreement, the rights and remedies provided for under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law (whether arising from common law, statutes or otherwise).

20. Severance

20.1. If any provision (or part of it) of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
20.2. If any provision or part-provision of the Agreement is deemed deleted under clause 20.1 the parties to the Agreement shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire Agreement

21.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.
21.2. Each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) which is not set out herein.
21.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement made by each other when entering into the Agreement.

22. Assignment

22.1. The Customer shall not, without the prior written consent of YOOV, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
22.2. YOOV may at its own discretion and at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

23. No Partnership or Agency

23.1. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either Party to act as agent for the other, and neither party shall have the authority to act in the name of or on behalf of or to otherwise bind the other party in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power).

24. Third Party Rights

24.1. The Agreement does not confer any rights on any person or third party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong).

25. Notices

25.1. Any notice required to be given under the Agreement shall be in writing and, unless otherwise stated, shall be delivered or sent (a) by hand, (b) by pre-paid ordinary or registered post, (c) by fax or (d) by electronic mail in accordance with parties’ contact details as set out in the Offer Letter. Any Party may change its contact details as set out in the Offer Letter by giving 7 Business Days’ notice to the other Party.
25.2. A notice delivered by hand shall be deemed to have been received by a Party upon delivery at its address as set out in the Offer Letter (or, if delivery is not made in Normal Business Hours, at 09:30 on the following Business Day).
25.3. A correctly addressed notice sent by pre-paid ordinary or registered post shall be deemed to have been received by a Party 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at the address as set out in the Offer Letter.
25.4. A notice sent by fax in legible form shall be deemed to have been received by a Party at the time of transmission (as shown by the timed printout obtained by the sender). If the said time of transmission does not fall within Normal Business Hours, the said notice shall be deemed only to become effective at 09:30 on the following Business Day.
25.5. Any electronic communication made between the Parties will be effective only when actually received (or made available) in readable form. Any electronic communication which becomes effective after Normal Business Hours shall be deemed only to become effective at 09:30 on the following Business Day.
25.6. For the purposes of giving notice under the Agreement, an electronic communication shall be treated as being in writing.

26. Governing Law

26.1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.

27. Jurisdiction

27.1. Each party irrevocably agrees that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

28. Miscellaneous

28.1. The Customer acknowledges that there may be interruptions or temporary failures in the operating system and/or any hardware from time to time (where applicable), which may cause inconvenience, loss of data, errors, tampering or other economic losses to the Customer. The Customer further acknowledges and agrees that it shall take its own measures against the risk of the aforesaid losses when using the Services provided by YOOV. Except for loss or damage due to YOOV’s negligence, fraud, or wilful default, YOOV shall not be liable for any loss or damage (whether direct, indirect, or consequential and including, without limitation, loss of profit or interest) arising from or in connection with the Services provided by YOOV.
28.2. YOOV may decide, at its sole and absolute discretion, the mode of provision of its Services, including but not limited to the engagement of third parties to provide any or all of services and the methods, technologies and approaches to provide Services to the Customer.
28.3. Unless otherwise agreed by both parties, the Service provided to the Customer under the Offer Letter is only intended for the own use of the Customer and its employers and agents at the Premises. The Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party without the prior written consent of YOOV.
28.4. Unless otherwise agreed by both parties, the Service provided to the Customer under the Offer Letter is only intended for the own use of the Customer and its employers and agents at the Premises. The Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party without the prior written consent of YOOV.
28.5. In the case of any disputes under the Offer Letter, YOOV reserves the right of final decision.

29. Counterparts

29.1. The Offer Letter may be executed in any number of counterparts, and this shall have the same effect as if the signatures on the counterparts were on a single copy of the Offer Letter

30. Execution

30.1. The words “execution,” “signed,” “signature,” and words of like import in this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable laws of the Hong Kong Special Administrative Region.
30.2. In case of online subscriptions for Services [through YOOV’s website] where no signature of the parties shall be required, the Customer shall confirm the Customer’s understanding and acceptance of the terms and conditions set out in this Agreement (and made available on YOOV’s website) by way of online confirmation. Such online confirmation shall be of the same legal effect, validity and enforceability as a manually executed signature.

31. Language

31.1. Should there be any discrepancy between the English and Chinese versions of these terms and conditions, the English version shall apply and prevail.

Last updated on: 22/6/2022