General Terms and Conditions
Updated on 2021-11-11
General Terms and Conditions
By browsing this website (“Website”), you agree and acknowledge to comply with the terms and conditions set out herein which shall constitute, together with any other documents signed between you and OneAsia Network Limited (“OneAsia”), a legally binding agreement between the parties (“Agreement”). Unless otherwise stated, capitalized terms used herein shall have the same meanings throughout the Agreement where those not defined but used herein shall have the meaning ascribed to it on the application form, quotation, scope of work and/or other document(s).
1.1 The Services provided to you by OneAsia shall be set forth in the quotation and/or scope or work subject to any special terms and conditions stipulated thereon or attached thereto. Shall there be any inconsistency between the terms and conditions set out in the quotation and/or scope or work and those contained in this Website, the terms and conditions set out in the quotation and/or scope or work shall prevail.
1.2 Any intended changes of scope of the Services shall be submitted to OneAsia in writing and the parties shall negotiate in good faith on the new Service Period and/or services fees. Any agreed change shall only be effective after a written document is executed by the parties.
The term of the Agreement (“Term”) shall be set out in the quotation and/or scope or work and shall be effective and valid until its expiration unless terminated earlier in accordance with the terms and conditions set forth in the quotation and/or scope or work or those contained herein.
3 PRICE AND PAYMENT
3.1 In consideration of the Services provided by OneAsia, you will pay to OneAsia the Charges set out in the quotation and/or scope or work or as notified by OneAsia from time to time in accordance with the terms contained therein.
3.2 Where a payment is not made on or before its due date, you shall pay a late charge at the lesser of (i) 2% per month of the outstanding amount; or (ii) the maximum rate permissible by applicable laws from the day following the due date until the day when payment is made or the Agreement is terminated.
3.3 Without limiting the generality of other provisions contained herein, OneAsia shall have the right to immediately suspend the Services (whether in whole or in part) where a payment remains overdue for more than thirty (30) days of its due date.
3.4 You agree and acknowledge that the service fees and/or other related fees shall be subject to increment in accordance with the increment rate and effective on the same date as announced by CLP Power Hong Kong Limited and/or The Hongkong Electric Company, Limited (including any applicable affiliated companies thereof) from time to time.
3.5 OneAsia may assign its rights to receive payment under this Agreement to any third party without your consent.
3.6 You will be solely responsible to pay all expenses in connection with the performance of your obligations under this Agreement and any taxes or charges arising from or in relation to the Services and/or this Agreement.
4 OBLIGATIONS AND LIABILITIES OF CUSTOMER
4.1 You will allow or procure such allowance of OneAsia’s personnel full and complete access to your premises for installation and/or providing the Services or other activities solely for the purpose of performing the Agreement. You shall at your own cost make all necessary preparations of the site in accordance with OneAsia’s specifications and instructions and shall ensure that the site is safe and fit for the purpose of the Services at all time. You will be liable for any personal injury and damage to property suffered by OneAsia as a result of or in connection with the unsafe environment of the site and/or your negligence and/or willful misconduct.
4.2 You will solely be responsible for obtaining all licenses and approvals necessary for the provision of the Services at the site as required by the landlord of the site and/or competent government departments.
4.3 You will provide OneAsia with all necessary co-operation, information, equipment, data and support which OneAsia may reasonably require for the provision of the Services at any time as OneAsia requests.
4.4 You will comply with all applicable laws, regulations and rules (including but not limited to the anti-corruption, competition and data protection laws) at all times and shall indemnify and hold OneAsia harmless from and against any liabilities and damages in relation to your non-compliant therewith.
4.5 You will at your own expense maintain and keep all OneAsia’s equipment (whether placed within your premises or otherwise in your custody) for the provision of the Services in good working order during the Term of the Agreement. You shall be liable for any loss and damage of all OneAsia’s equipment (whether placed within your premises or otherwise in your custody) caused by or in connection with the act or omission (whether or not negligence), by you (including your authorized personnel), agents or personnel of competent authorities for the purpose of investigation in relation to you.
4.6 You shall indemnify OneAsia against all liabilities, claims, demand, losses, damages, costs, charges and expenses of any kind (including without limitation reasonable legal fees) which may be incurred by OneAsia and all actions or proceedings which may be brought by or against OneAsia in connection with your use of the Services and/or this Agreement, unless due to the gross negligence or willful default of OneAsia.
5.1 OneAsia shall have the right to immediately terminate the Agreement by written notice to you without liability in the event:
(a) You fail to make payment within forty-five (45) days of its due date;
(b) You are in material breach of the Agreement and you fail to remedy such breach within fourteen (14) days after receiving a written notice from OneAsia so to do;
(c) You violated or are alleged to have violated any material applicable laws or you committed or are alleged to have committed any illegal act or activity which brings an adverse effect to OneAsia (whether or not OneAsia has been involved in or a subject of any investigation by any competent authority);
(d) You infringe or are alleged to have infringed any third party rights which causes OneAsia to be subject to any legal action (whether civil or criminal);
(e) You become bankrupt or insolvent or enter into a scheme of arrangement or are placed in receivership or under official management or have a provisional liquidator appointed; or
(f) You either (i) merge with another entity, (ii) undergo a change of control, (iii) transfer all, or substantially all, of your assets, or (iv) cease business (whether temporary or permanent).
Upon termination by OneAsia for whichever cause, without prejudice to other rights and remedies of OneAsia, OneAsia shall have the right to request you to pay to OneAsia a termination charge equivalent to the aggregate monthly service fees of the remainder of the Term and you acknowledge that the termination charge represents a genuine pre-estimate of the loss OneAsia will suffer in such circumstance.
5.2 In the event you unilaterally terminate the Agreement without cause at any time during the Term, you shall pay to OneAsia a termination charge equivalent to the aggregate monthly service fees of the remainder of the Term and you acknowledge that the termination charge represents a genuine pre-estimate of the loss OneAsia will suffer in such circumstance.
5.3 Termination of the Agreement for any reason shall not release you from any liability which, at the time of such termination, has already accrued to OneAsia or which is attributable to a period prior to such termination nor preclude OneAsia from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of the Agreement.
6 LIMITATION OF LIABILITY
6.1 To the extent permitted by laws, neither party shall be liable to the other party for any incidental, consequential, indirect, or punitive damages that may result from or in connection with the Agreement, even if it has been advised of the possibility of such damages.
6.2 To the fullest extent permitted by laws, in no event shall OneAsia’s total liability to you for all damages, losses, and causes of action exceed the amount paid by you to OneAsia in the month in which the incident occurs or the amount of ten percent (10%) of the one-time fee (as the case may be).
7 CONFIDENTIALITY AND PERSONAL DATA
7.1 Confidential Information means any and all information which is confidential to a party including without limitation any business information, trade secret, processes, advertising and marketing plans, projects, plans, development, technical information, financial information, commercial information, business affairs, customer related information, personal data, pricing and discounts.
7.2 Each party shall treat and shall cause each of its employees and respective affiliates to treat, as confidential, any information received or obtained from the disclosing party and shall not disclose the same to any third party or use the same other than for the proper and necessary purposes of the Agreement or as may be required by law.
7.3 The parties agree to comply with Personal Data (Privacy) Ordinance of Hong Kong when handling personal data obtained in the course of performing the Agreement.
8 INTELLECTUAL PROPERTY
8.1 You warrant and undertake that you will not make use of the Services in any manner which may infringe any Intellectual Property Rights (whether or not owned by or licensed to OneAsia) or any applicable laws or regulations.
8.2 You shall indemnify OneAsia against and hold OneAsia harmless from all liabilities, claims, demand, losses, damages, costs, charges and expenses of any kind (including without limitation reasonable legal fees) which may be incurred by OneAsia as a result of or in connection with your infringement of any Intellectual Property Rights.
8.3 For the purpose of the Agreement, Intellectual Property Rights shall mean patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country.
9 FORCE MAJEURE
Either party shall not be responsible or liable for any delay or failure to perform its obligations under the Agreement due to the occurrence of any event beyond the reasonable control of such party, including but not limited to, war, warlike hostilities, riots, civil commotion, terrorism, unclear pollution, earthquake, flood, tempest, acts of God, fire, explosion, strike, lock-out, governmental orders or regulations, embargo, or other similar cause (“Force Majeure Event”). Either party shall give the other party notice of any event of Force Majeure Event and their anticipated effect upon performance under the Agreement within fifteen (15) calendar days from such occurrence. The parties may discuss in good faith the termination or extension of the Agreement in whole or in part.
10.1 Notices: Unless otherwise specified herein, any notices in connection with the Agreement shall be in English and in writing and shall be sent by express overnight delivery service to the registered address of the party or such other address as may be instructed by the party.
10.2 Insurance: Each party shall maintain appropriate insurance to protect itself and the other party against the losses and damages for which a party may be liable in connection with the Agreement.
10.3 No Partnership: Nothing herein shall be deemed to constitute one party as an agent or partner of the other. The Agreement creates no relationship of joint venture, associates, franchise, employment, or principal and agent between the parties, and both parties are acting as principals.
10.4 Assignment: You shall not assign the Agreement in whole or in part to any third parties without the prior written consent of OneAsia. You agree that upon notice to you OneAsia may assign the Agreement in whole or in part to its affiliate(s).
10.5 No Waiver: The failure or delay of either party to enforce its rights under the Agreement at any time for any period shall not be construed as a waiver of such rights.
10.6 Severability: In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
10.7 Governing Law and Dispute Solution: The Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Each party may submit to the non-exclusive jurisdiction of the courts of Hong Kong.
10.8 Third Party Rights: The parties agree that this Agreement shall not be enforceable by any person not a Party to it under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) unless expressly stated in the Agreement.
10.9 Entire Agreement: The Agreement and the documents referred to herein set forth the entire understanding of the parties as to the subject matter therein which supersede all previous agreements and understandings between all or any of the parties. The Agreement (including any documents referred in herein) may not be modified except in writing and signed by both parties.