General Terms of Service

Last modified: 24 June, 2021

These General Terms of Service (“Terms”) are a legal agreement between Client (“Client”, “you” or “your”) and AsiaAssist (“AsiaAssist”, “we”, “our” or “us”) and govern your use of AsiaAssist’s services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). Each of the Client and AsiaAssist are also to be referred as “Party” and both together are also to be referred to as the “Parties”. The Client represent to AsiaAssist that it has the authority to bind their legal entity to these terms, and their legal entity accepts these terms. By using any of the Services, you agree to these General Terms of Service, including terms that limit our liability. You also agree to any additional Terms of Service specific to Services you use, such as those listed in the Statement of Work, which are part of your agreement with us (collectively, the “Agreement”). You should read all of our terms carefully.

BACKGROUND AND PURPOSE

  1. AsiaAssist is a professional e-commerce operator, dedicated to providing a one-stop managed e-commerce services for brands including but not limited to go-to-market research and advice, store set-up and management, (online) marketing and branding, IT, customer services, product photography services, warehousing, and logistics services.
  2. AsiaAssist is willing to provide the Services (as defined in the Statement of Work) and the Client is willing to appoint AsiaAssist to provide the Services in accordance with the provisions of this Agreement.

DEFINITIONS

In this General Terms of Service, the following words shall have the following meanings:

“Agreement” The Statement of Work, These Terms, and any added terms of service combined.
“Applicable Law” The laws of the Territory and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services within the Territory.
“Business Day” A day on which banks are open for business in the People’s Republic of China, excluding any Saturdays, Sundays or any Chinese public holidays.
“Branding” The trade mark of any of the Products (and individual product style names given to Products) including all stylised representations and Chinese transliterations thereof and all rights attaching to the same and their use in relation to the Products both in and outside of the Territory;
“Commencement Date” The date on which the Agreement dated and is made and entered into between AsiaAssist and the Client.
“Confidential Information” any information, however conveyed or presented, that relates to the business, affairs, operations, clients, processes, budgets, pricing policies, sales and sales history, website and social media channel analytics, product information, product design, strategies, developments, trade secrets, know-how, personnel and service providers of the Client, together with all information derived by AsiaAssist from any such information and any other information clearly designated by AsiaAssist as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential.
“Consumer(s)” A person or entity that purchases Products from the E-commerce Channels and Social Media Channels as described herein.
“Data Protection Legislation” All applicable privacy and data protection laws in the Territory from time to time.
“Data Subject” An individual who is the subject of Personal Data
“Distribution Agreement” the distribution agreement entered into between AsiaAssist (or its affiliate) and the Client (or its affiliate), whereby AsiaAssist (or its affiliate) is appointed as the distributor for the Products subject to the terms and conditions thereof.
“E-commerce Channels” Channels such as e-commerce platforms through which AsiaAssist sets up and operates Online Stores to promote and generate the sales of the Products on behalf of the Client.
“Expected Delivery Date” The day on which the Online Stores or Social Media Channels is estimated to be fully operated and functioning according to the features as agreed between AsiaAssist and the Client. The Client understands that the Expected Delivery Date is only a date estimated by AsiaAssist based on its experience which could be delayed due to various reasons including: (1) Force Majeure events; (2) change of laws and regulations; (3) change of rules by the e-commerce channels and social media channels; (4) delayed approvals from authorities; (5) delayed payment by the Client; or (6) failure of the Client to provide required information and documents in time.
“Fee” The amounts set out in the Statement of Work as may be varied from time to time and which become due and payable pursuant to this Agreement.
“IPRs” and “Intellectual Property” Any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, marketing methods and procedures and advertising literature, including the "look and feel" of any websites.
“Marketing Budget” The estimated costs used directly for buying advertising space, media, and other marketing resources. The Marketing Budget can be increased as agreed by the Parties from time to time.
“Materials” All marketing and other materials created or otherwise supplied to AsiaAssist for use in connection with the provision of the Services and/or the marketing, promotion and/or sale of the Products including text (including, by way of example, Product descriptions, Product labels, website copy, press and PR material, newsletters and news items, blog content, text for publishing on Social Media Channels), pictures, photographs, sound, graphics, video, look books, editorial and other data.
“Online Stores” Online stores set up and operated by AsiaAssist on E-commerce Channels on behalf of Client for the promotion and sales of the Products.
“Online Sales” Sales generated through electronic channels, including e-commerce channels and social media channels.
“Offline Sales” Sales generated through physical channels, including brick and mortar stores.
“Personal Data” Means any information which relates to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier (including name, identification number, location data or online identifier).
“Platform Contract” As the case may be, means either a contract between the Client and a Platform Owner for the operation of an Online Store or a contract between the Client and a Social Media Channel for the operation of a social media account on the relevant social media platform or app.
“Products” the products bearing such trade mark(s) of the Client which will be sold on the Online Stores and/or promoted on the Social Media Channels.
“Purchase Orders” Orders placed by Consumers for the purchase of Products in the forms of Online Sales and/or Offline Sales.
“Statement of Work” The document describing the duration of the Agreement, Purpose, Scope, Location, Services, Milestones, Deliverables, Expected Delivery Date, Standards, Service Levels and Fees of the Services performed by AsiaAssist and as varied or added to from time to time by written agreement.
“Service” and “Services” The service or services set out in these Terms and the signed Statement of Work which the Client has agreed from time to time to receive from AsiaAssist and as may be varied or added to by the Parties by written agreement from time to time.
“Service Levels” The service levels to which the Services are to be provided, as set out in the Statement of Work, or as may be otherwise agreed in writing between the Parties from time to time pursuant.
“Social Media Channels” Channels in the forms of social media through which AsiaAssist promotes the Products on behalf of the Client. The particular Social Media Channels and/or E-commerce Channels to be selected by the Client are detailed in the concerning Statement of Work.
“Terms” All the GENERAL TERMS OF SERVICE in this document and any other Terms of Service as stated in the Statement of Work.
“Territory” shall have the meaning ascribed to it in the Statement of Work.
“VAT” Value added tax.

INTERPRETATION

In these Terms:

  1. The singular includes the plural and one gender includes all.
  2. Reference to Statement of Work, Schedules and Clauses are to those mentioned in this Agreement.
  3. Reference to writing includes facsimile transmission, e-mail, and similar media unless the context otherwise expressly provides.
  4. The headings are for convenience or reference only and shall not be used in the interpretation of these Terms.

GENERAL PROVISIONS

  1. Services
    1. AsiaAssist will provide the Services as set out in the Agreement in accordance with all Applicable Laws and, where applicable, in accordance with the rules of the relevant Social Media Channels and/or E-commerce Channels;
    2. AsiaAssist shall provide the Services from the Commencement Date.
  2. Consideration
    1. In consideration for AsiaAssist providing the Services the Client shall pay the Fee as set out in a Statement of Work.
    2. All sums payable by either Party under this Agreement shall be paid in the currency stated against the Fee in question in the Statement of Work.
    3. Unless the Statement of Work specifies otherwise, the Fees are stated exclusive of VAT or other applicable sales tax, which shall be added at the prevailing rate as applicable and paid by the Client following delivery of a valid VAT/sales invoice.
    4. All invoices hereunder shall be sent to the Client by either registered mail or email. An invoice shall be deemed to have been delivered five (5) business days after posting them if by registered mail, or one (1) business day after sending them to the Client if by email.
    5. The Client shall pay the Fees which have become payable in accordance with quotation and payment terms as set out in the Statement of Work (“Due Date”).
    6. If the Client does not make a payment by the payment Due Date stated in an invoice or as otherwise provided for in this Agreement or any Statement of Work and still fails to do so within ten (10) business days upon AsiaAssist’s written request, then AsiaAssist shall be entitled to:
      1. charge interest on the outstanding amount at the rate of fifteen percent (15) % per annum;
      2. such interest shall accrue on a daily basis from the Due Date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount;
      3. require the Client to pay, in advance, for any Services (both including and in addition to the Service in respect of which Client is in default) which has not yet been performed;
      4. suspend the performance of any further Services, without being deemed as a breach of this Agreement or assuming breach liability, until all invoices and payables are fully paid off; and
      5. retain the social media accounts and any other accounts owned by Client and operated by AsiaAssist until all invoices and payables are fully paid off.
    7. If the Client receives an invoice which it reasonably believes includes a sum which is not valid and properly due:
      1. the Client shall notify AsiaAssist in writing within five (5) business days;
      2. the Client's failure to pay the disputed Fee shall not be deemed to be a breach of this agreement;
      3. the Client shall pay the balance of the invoice which is not in dispute by the Due Date;
        1. to the extent that the Client is obliged, following resolution of the dispute, to pay an amount, then AsiaAssist may charge interest in accordance with clause 2.6 from the original Due Date until the date of payment; and
        2. once the dispute has been resolved, where either Party is required to make a balancing payment, it shall do so within ten (10) Business Days and, where AsiaAssist is required to issue a credit note, it shall do so within ten (10) Business Days.
  3. Provision of the Service
    1. Where applicable AsiaAssist shall use its best endeavours to provide the Services set out in these Terms and the Statement of Work. If it is unable to do so for any reason it will notify Client as soon as practically possible and inform the Client of:
      1. the reason for its being unable to provide the Service; and
      2. when AsiaAssist estimate the Service will be resumed.
    2. Failure to provide a Service will not arise if the reason of the failure is a breach of these Terms by the Client or a Force Majeure event.
    3. Except as expressly provided for in this Agreement, AsiaAssist shall be responsible for and bear all costs incurred in the implementation, maintenance and development of the Services including the costs of contracts which are entered into by AsiaAssist to enable it to provide the Services.
    4. AsiaAssist shall make monthly sales/marketing plans at least two (2) business days before the following month and implement the same upon approval of the Client starting from the Commencement Date subject to the terms and conditions as described in the Statement of Work.
    5. AsiaAssist shall provide monthly sales statements either within the first ten (10) business days of the following month or within ten (10) business days from its receipt of the sales overview from the platforms (in case according to the platform’s policies the said sales overview is not provided within the first five (5) business days of the following month) starting from the Commencement Date subject to the terms and conditions as described in the Statement of Work.
    6. If requested and an additional service fee being paid on monthly basis by Client, AsiaAssist can further be responsible for the bookkeeping of sales generated from the Social Media Channels and/or E-commerce Channels and issuing value-added tax invoices to a Consumer if required (not applicable in case of cross-border e-commerce). Client’s requesting and AsiaAssist’s confirmation shall be in writing.
    7. AsiaAssist may suggest which products are to be displayed on the Social Media Channels and/or the E-Commerce Channels and propose online marketing plans in relation to the sale of the Products, however this shall be subject to the written approval of the Client starting from the Commencement Date subject to the terms and conditions as described in the Statement of Work. Despite the foregoing, if AsiaAssist or any of its affiliate is appointed as the online distributor for any products according to the Distribution Agreement, AsiaAssist may decide on its own discretion which products to be displayed and what marketing plans to be adopted.
    8. If the Client fails to provide the Materials in a timely manner as agreed from time to time between the Parties, AsiaAssist shall have the right to procure such Materials from third parties, to be used in accordance with this Agreement, and the Client shall indemnify AsiaAssist for any costs to procure such Materials. In the event that AsiaAssist procures such Materials in accordance with these Terms, AsiaAssist shall not be liable to the Client for using these Materials with the Intellectual Property of the Client.
    9. AsiaAssist will provide the Client with written statements on the spending of the Marketing Budget on a quarterly basis.
    10. AsiaAssist will issue invoices in accordance with the quotation and payment terms as stipulated in the Statement of Work and the Client agrees to pay these fees to AsiaAssist.
    11. AsiaAssist shall not activate an Online Store or Social Media Channel unless and until the Client has been provided with a fully functional, designed, version of the website or channel in question and the Client has approved the same in writing.
    12. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AsiaAssist, the E-commerce Channels, Social Media Channels or by third-party providers, or because of other causes beyond AsiaAssist’s reasonable control. AsiaAssist does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Agreement, the Services are provided “AS IS” and AsiaAssist disclaims all warranties, express or implied, including, but not limited to, implied warranties of fitness for a particular purpose and non-infringement.
  4. Service to be provided
    1. The Service which AsiaAssist will provide is set out in these Terms and the Statement of Work. The Client and AsiaAssist shall agree on the provision of an individual Service including Service Levels, specification, the period of provision (if applicable) and the Fee payable and their agreement shall be signified by the signing of the Schedules as varied from time to time.
    2. The Statement of Work may be varied or added to as agreed by the Parties from time to time, in writing.
    3. AsiaAssist shall perform the Services in accordance with the Milestones and Deliverables set out in the Statement of Work, as the same may be updated by written agreement of the Parties.
    4. When AsiaAssist considers that the Services (or relevant part thereof) are ready for activation it shall notify the Client and request its approval.
    5. AsiaAssist shall be entitled to increase the service fees annually by a percentage equal to the lower of: (i) the Consumer Price Index (CPI) as published by the National Bureau of Statistics of China, or (ii) 3%.
    6. AsiaAssist shall ensure that the Services meet or exceed the Service Levels, if any, at all times.
    7. AsiaAssist shall, within ten (10) Business Days of the start of each calendar quarter, if applicable, provide the Brand Owner with a quarterly report detailing its performance in respect of each of the Service Levels in the preceding quarter.
    8. If either Party wishes to change the scope of the Services (including Clients requests for additional services), it shall submit details of the requested change to the other in writing. The change shall only become effective after the other Party confirms the request in writing.
  5. Responsibilities of the Client
    1. Except where the Products are to be sold to Consumers by AsiaAssist as an authorized distributor, in which case, the provisions of the Distribution Agreement shall apply, the sale of the Products to the Consumers in the Territory shall be carried out by Client on its own risk and for its own account. Client shall:
      1. use its best endeavours to maintain assortment as agreed and sufficient stocks to meet the anticipated sales to ultimate Consumers based on the estimate and up-to-date report of AsiaAssist. In the event that Client fails to ensure assortment and sufficient stock, Client has no right to terminate this Agreement and AsiaAssist shall not be liable for failure to meet the sales predictions. Marketing budgets will be available as agreed on / in business case in time per the agreed launch date of the Online Stores or replenishment plans submitted by AsiaAssist to the Client.
      2. In case Client opts to arrange the logistics of the Products on its own, it shall use its best endeavours to ensure prompt and on-time delivery of the Products.
      3. All packaging of the Products shall conform to the international standards and practice and shall be in such manner as to prevent damage during long distant transport. Risk of loss and damages to the Products shall lie with Client until delivery of the Products.
      4. Client shall inform AsiaAssist in writing beforehand regarding nature of the Products, such as the fragileness and hazard substance, etc., and clearly give the instruction for protection, loading/unloading, storage, etc.; otherwise, except due to AsiaAssist's willful wrongdoing or gross negligence, AsiaAssist shall not be responsible for any loss or damage occurred to the Products.
      5. Except as otherwise agreed by the Parties, Client should prepare all Customs documents in advance and conduct customs declaration to facilitate the export and delivery of the Products.
      6. Client shall provide after-sales warranty services as well as return and replacement services to the Consumers. Client shall be solely responsible for dealing with all claims raised by a Consumer arising out of the Client’s fault including but not limited to quality issues, defects or other claims related to the Products and AsiaAssist’s responsibility shall be limited to follow-up and coordination only in this regard.
      7. Client shall be solely liable for any claim of a Consumer and/or any of the Social Media Channels and the E-commerce Channels, arising out of the sale of the Products and due to the Client’s fault. In the event that the AsiaAssist is held liable by any Consumer and/or any of the Social Media Channels and the E-commerce Channels for such claim, the Client shall fully compensate all actual damages suffered by AsiaAssist, including but not limited to travel expenses, forensic expenses, attorney fees, litigation expenses and liquidated damages.
      8. Client shall provide AsiaAssist with instructions for the use of the Intellectual Property for the design of the Online Stores and for the marketing, advertising and promotion of the Products in the Territory. The marketing and advertising associated with the promotion of the Products is to be financed by the Client as agreed from time to time between the Parties.
      9. Client will provide all the Materials, including but not limited to pictures, product descriptions, price, promotion and marketing proposals, ads, slogans, products labels, sound, graphics, video and other materials used and required in the display, sales, marketing and promotion of the Products in the Territory.
      10. Client shall ensure that the shelf life of the Products is at least two thirds (2/3) of the original manufacturing shelf life.
      11. Client shall comply with all Applicable Laws in relating to the import and sale of the Products and any promotion and advertising activities carried out by it and shall be solely liable for any violation of such Applicable Laws.
      12. Client shall be solely liable for the destroying or returning of any Products that has been expired, or being slod at a highly discounted price of any Products that are close to expiry, according to the rules and regulations of Social Media Channels and the E-commerce Channels. In the event that the AsiaAssist is held liable by any Consumer and/or any of the Social Media Channels and the E-commerce Channels for such claim, the Client shall fully compensate all actual damages suffered by AsiaAssist, including but not limited to travel expenses, forensic expenses, attorney fees, litigation expenses and liquidated damages.
      13. Except reaching agreements in the circumstance stipulated in Clause 3.6, Client shall further be responsible for the bookkeeping of sales generated from the Social Media Channels and/or E-commerce Channels and issuing value-added tax invoices to a Consumer if required.
    2. AsiaAssist is not responsible for any loss, damages or claims due to the following:
      1. Force Majeure event;
      2. following Client’s instruction;
      3. unqualified package and labeling of the Products;
      4. logistics services and other services not provided by AsiaAssist;
      5. inherent defects of the Products.
    3. If AsiaAssist (or its affiliate) is appointed as the authorized distributor for Online Sales of the Products within the Territory, Client shall not:
      1. cooperate with any other distributor, sales agent or partner for any Online Sales of the Products within the Territory in any case; or
      2. sell the Products on its own directly through Online Sales within the Territory.
  6. Intellectual Property
    1. The Intellectual Property of the Client belongs exclusively to the Client and AsiaAssist has no proprietary right, title or interest in it whatever unless otherwise provided under these Terms, including:
      1. the IPRs relating to the Client’s documentation, processes, know-how and procedures;
      2. the IPRs relating to the Branding;
      3. the IPRs subsisting in the Products and their packaging; and
      4. the IPRs subsisting in the Client’s Materials.
    2. During the Term the Client grants to AsiaAssist a royalty-free, non-exclusive, non-transferable license to use:
      1. the Client’s documentation, processes and procedures;
      2. the Branding; and
      3. the Client’s Materials.
    3. AsiaAssist is not entitled to grant any sub-licenses under the Intellectual Property of the Client to third parties without the prior written consent from the Client, except to its affiliates where and when necessary for the purpose of providing the Services.
    4. The license granted in Clause 6.2 is granted solely to the extent necessary for performing the Services in accordance with this Agreement. AsiaAssist shall not use the licensed materials for any other purpose.
    5. Except for the IPRs specified in Clause 6.1 which belongs to the Client, the IPRs in respect of any discoveries, developments, enhancements, improvements, know-how, concepts, formulas, techniques, processes, ideas, writings, industrial and other designs, patents, copyrights, and other forms of intellectual property, trade secrets or utility models, which are created, discovered, developed by AsiaAssist in the course of performance of the Services, shall be the sole property of AsiaAssist. Nothing contained herein shall be construed as granting or implying any transfer or license of AsiaAssist’s IPRs to the Client.
  7. Ownership of Social Media Channels and Online Stores
    1. Client shall be the owner of the Online Stores on the E-commerce Channels and the accounts on the Social Media Channels. Although AsiaAssist shall use its best endeavours to acquire all required (administrative) approvals and/or registrations, the Client, as the owner of the Online Stores and the accounts on the Social Media Channels, will be ultimately responsible to be fully compliant at all times with the requirements of owning and operating on the said E-commerce Channels and Social Media Channels.
    2. All domain names for Social Media Channels and Online Stores which AsiaAssist shall manage as part of the Services shall be owned by the Client. Where AsiaAssist is authorised to obtain a domain name for the Client, AsiaAssist shall act as the agent of the Client in dealing with the relevant domain name registration authority. The Client shall be responsible for fees associated with such domain names and their renewal.
    3. Upon termination of the Agreement and any services provided thereunder, Client can request AsiaAssist to transfer to any entity designated by the Client the ownership and operation of the Online Stores on the E-commerce Channels and the accounts on the Social Media Channels, as far as said transfer is practically possible under Applicable Laws and subject to the rules and regulations (including any changed version then in effect) of those E-commerce Channels and Social Media Channels. AsiaAssist shall not be held liable for failure to complete the transfer of any Online Stores and/or accounts if such transfer is prohibited by Applicable Laws or the rules and regulations of the E-commerce Channels and Social Media Channels or in the event stipulated in Clause 2.6.5.
  8. Representation, Warranties and Covenants
    1. Client represents and warrants that it has the full capacity and authority to enter into and to perform this Agreement, including but not limited to the ownership of and/or the licensed rights to use the Intellectual Property mentioned in this Agreement.
    2. This agreement is executed by a duly authorised representative of each Party.
    3. Client represents and warrants that the Client’s authorization of use of the Intellectual Property of the Client in accordance with this Agreement will not infringe any third party’s legal rights, including without limitation, intellectual property rights.
    4. Client represents and warrants that all provided Materials will comply with all relevant Applicable Laws and will not infringe any legal rights of any third Party. AsiaAssist has no obligation to review and verify such Materials and shall not incur any adverse consequences arising from any infringement or violation of Applicable Laws by the aforesaid Materials.
    5. Client represents and warrants the legitimacy and ownership of the Products.
    6. Client undertakes that the Products will not infringe third party’s legal rights and that all Products meet quality and safety standards as compulsorily required by the Applicable Laws (including but are not limited to the PRC Product Quality Law and the PRC Food Safety Law) if any. In addition to the minimum legal requirements, AsiaAssist and Client might further agree on other customized standards and characteristics regarding the Products which the Client undertakes to adhere to. AsiaAssist has no obligation to verify whether the Products meet the Applicable Laws and shall not incur any adverse consequences arising from any such infringement or violation of laws by the Client.
    7. Client represents and warrants that the Products supplied under this Agreement will correspond, at the time of delivery, with the descriptions of quality, quantity and all other characteristics it has given to AsiaAssist.
    8. Client will reply promptly to AsiaAssist on any matter requiring its written consent/approval. If the Client fails to give a written reply within ten (10) business days after receiving AsiaAssist’s request, it shall be deemed as having consented/approved on the matter concerned.
    9. Each Party warrants that there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this agreement.
  9. Addresses of the Parties
    1. All notices, application, requests, or other communication required by or relating to this Agreement shall be in writing and shall be delivered personally, registered or recorded post, or by electronic mail to addresses indicated in this Agreement.
    2. If the contact information of either Party is changed, such Party shall send a written notice to the other Party of the relevant changes, ultimately ten (10) business days after such change or it shall be liable for all adverse consequences caused to the other Party thereby.
  10. Confidential Information
    1. Each Party agrees not to disclose any Confidential Information provided by the other Party during the Term of this Agreement or at any time thereafter to any third party except where the Applicable Law requires so or which have been expressly approved the other Party in writing.
    2. Each Party also agrees not to use any such Confidential Information for any other purpose other than in connection with the provision of the Service and will not use the information for any business or other purpose of its own during the Term of this Agreement or at any time thereafter.
    3. Notwithstanding the aforementioned, the Client acknowledges and agrees that any data or information regarding Consumers or any sales of the Products, including but not limited to their identities, contact details, purchase records and consumer behaviour which are acquired by AsiaAssist during the Term of this Agreement, as well as any database extracted and compiled by AsiaAssist based on the aforementioned data and/or information, shall remain as the exclusive property of AsiaAssist during the Term of this Agreement and at any time thereafter. The Client shall have free access to the aforementioned data or information for the purpose of this Agreement and shall not limit AsiaAssist’s right to use any aforementioned data or information in any means at any time during and following the Term of this Agreement.
    4. The obligations of confidentiality for both Parties set forth in this Agreement shall survive the expiration or termination of this Agreement for a period of one (1) years.
  11. Liability of the Parties
    1. Subject to Clause 11.2 through 11.4 hereof, Either Party shall indemnify the other Party in respect of any losses, damage or liability arising out of such Party’s acts or omission in the course of the provision of any Service under these Terms, whether such acts or omissions are deliberate, accidental, negligent or reckless, and whether such acts or omissions amount to a breach of an express or implied obligation under these Terms or a breach of any other legal requirement or obligation, code of practice, license, consent, forbearance, approval, permission or rule.
    2. The liability of AsiaAssist under or in connection with these Terms for the provision of any particular Service whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed a refund of that part of the Fee for that particular Service which has been paid by the Client to AsiaAssist under these Terms.
    3. The Client shall take all adverse consequences arising out of any successful third party claims (subject to positive evidence) due to any quality issues or defects of the Products. The Client shall fully indemnify AsiaAssist in respect of any losses, damage or liability AsiaAssist may incur due to such issues.
    4. AsiaAssist shall not be liable to the Client for any indirect, consequential or economic loss including but not limited to damage, costs or expenses of any description, loss of profit, business, goodwill, turnover or any other loss arising from its performance or non-performance of its obligations in connection with these Terms or Statement of Work whether arising from breach of contract, tort, breach of duty, negligence or any other cause of action.
  12. Platform contracts
    1. All authorisations required to be signed by a Platform Owner for the set up and operation of each Online Store or Social Media Channel must be approved by the Client in writing. AsiaAssist shall perform the Client’s obligations under each Platform Contract as agent for and solely for the benefit of the Client.
    2. AsiaAssist undertakes to observe and fulfill all the Client's obligations under and to perform the Platform Contracts to ensure that the Client does not breach any provision thereof. AsiaAssist shall indemnify the Clients against any loss or damage which it may suffer as a result of AsiaAssist's breach of any Platform Contract performed on the Brand Owner's behalf.
    3. Without in each case the explicit written consent of the Client, AsiaAssist shall not:
      1. agree or purport to agree any variation of any Platform Contract including any fees or Fees associated with any such Platform Contract;
      2. make any admissions of fault or liability with respect to any Platform Contract; or
      3. waive any rights or benefits to which the Client is or may be entitled under any Platform Contract.
  13. Termination
    1. This Agreement may terminate by expiration or with the Parties’ mutual consent.
    2. Without prejudice to the other remedies or rights a Party may have, either Party may give written notice to terminate this Agreement forthwith in the event that the other Party:
      1. enters into bankruptcy or liquidation procedures;
      2. is declared bankrupt or wound up due to insolvency;
      3. divulges Confidential Information of the counter Party to an unauthorized third party; or
      4. is in breach of its obligations and/or responsibilities under this Agreement and in case of a breach capable of remedy, fails to remedy the same within ten (10) business days after receipt of the notice giving full particulars of the breach and requiring it to be remedied.
    3. If other agreements have been reached by both parties in the Statement of Work regarding the rights of termination, those agreements shall prevail and supersede the termination rights provided hereunder.
    4. In the circumstances that a Party terminate this Agreement in accordance with Clause 13.2, the termination shall become effective from the first day of the next month.In addition to Clause 13.2 above, AsiaAssist may also give written notice to terminate this Agreement forthwith in the event that:
      1. Client fails to pay any sum due under this Agreement for more than twenty (20) business days;
      2. any third party claims, customer complaints, lawsuits or actions are filed against AsiaAssist due to any quality issues or defects of the Products;
      3. Client engages any competitor of AsiaAssist to provide competitive Service in the Territory;
      4. Client fails to provide the Marketing Budget according to the amount and timeline as stipulated in the Statement of Work.
  14. Post termination rights and obligations
    1. Termination of this Agreement for any reason shall not affect the rights of either Party in respect of the period after termination or either Party’s rights which may have arisen as a result of any breach pre-dating the termination.
    2. Upon termination of this Agreement for any reason, all fees shall become due immediately and Client shall pay off fees according to invoices submitted by AsiaAssist.
    3. AsiaAssist shall, upon termination of this Agreement dispose all the assets bearing the Intellectual Property of the Client (if any), in accordance with the Client’s written instructions and requirements and shall promptly remove all Materials related to the Products provided by the Client.
    4. Upon termination of this Agreement, both Parties shall return to the other Party any Confidential Information of that other Party or dispose such Confidential Information in accordance with the other Party’s written instructions.
  15. Non-Solicitation
    1. Neither Party shall (except with the prior written consent of the other Party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other party or recruit any person employed or engaged by such other Party at any time during the Term or for a further period of three (3) years after the termination of this agreement.
  16. Whole Terms and previous agreements
    1. Except agreed otherwise in the Statement of Work or its amendment, the Statement of Work and its amendments entered into between AsiaAssist and Client prevail over this General Terms of Service in case of any discrepancy or conflict.
    2. The Parties hereby agree that in entering into these Terms they have not relied upon any warranty or representation made by or on behalf of the other Party except for where expressly stated in these Terms. The Parties hereby agree that these Terms including Statement of Work constitutes the whole Agreement between the Parties in relation to the provision of the Service.
    3. Nothing in this Clause 16 shall be construed as limiting or excluding either Party’s liability to the other for fraud or deceit in inducing the making of these Terms.
  17. Amendment
    1. AsiaAssist may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to the Client (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the services outlined in the Statement of Work after the posting of a Revised Version constitutes your acceptance of such Revised Version.
  18. Force Majeure
    1. A Party shall not have any liability to the other Party for any delay, omission, failure or inadequate performance of these Terms which is the result of circumstances beyond the reasonable control of that Party including but not limited to earthquake, flood, fire, storm, natural disaster, war, terrorism, armed conflict, labour strike, lockout, boycott, act of any civil or regulatory authority, change in Applicable Laws or regulations, disruption or outage of communications, the internet, internal computer network, power, disruption of services by third parties, hacker attack or other. Where a Party is so affected in its performance of these Terms it will notify the other Party as soon as is reasonably possible in writing and will take all steps reasonably necessary to mitigate the effects of the force majeure event.
    2. Where the performance of these Terms becomes impossible or meaningless due to a Force Majeure event, both Parties can reach an agreement to terminate the full Agreement and neither Party shall be liable therefor.
  19. Waiver
    1. No failure, neglect or delay in enforcing any of these Terms by one Party may be construed as a waiver of any of that Party’s rights in respect thereof.
  20. Law and Jurisdiction
    1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the People’s Republic of China.
    2. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Shanghai International Arbitration Center (SHIAC) under the SHIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
    3. The seat of arbitration shall be Shanghai, China.
    4. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
  21. Data Protection
    1. All the technical data, Personal Data (whether related to Consumer or otherwise), financial data and other data and information generated, developed and/or collected by AsiaAssist in the course of performance of the Services shall be solely owned by AsiaAssist. As far as Applicable Laws permits, AsiaAssist shall have perpetual right of use all such data, and may store, process, analyze, disclose, transfer, and in other ways dispose such data at its own discretion and for its own account.
    2. As far as Applicable Laws permits, AsiaAssist shall provide the Client with assistance in order to enable the Client to comply with its obligations under Data Protection Legislation in relation to:
      1. the Client's obligations in relation to responding to Data Subject requests, including (but not limited to) the following:
        1. complying with the relevant timescales as set out in the Data Protection Legislation;
        2. providing the Client with any Personal Data that it holds in relation to the Data Subject making the complaint or request within the timescales are required by the Client; and
      2. the security of the Personal Data;
      3. notifying Personal Data breaches to the relevant supervisory authority;
        communicating Personal Data breaches to the Data Subject.
    3. In relation to the security and confidentiality of the Personal Data, AsiaAssist shall ensure that it has in place appropriate technical and organisational measures to ensure a level of security for the Personal Data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data.
  22. Announcements
    1. AsiaAssist has the consent of the Client to make any public announcement concerning this Agreement within the Term or post termination of the Agreement, including but not limited to publishing or using the Client’s company name, trade mark logo and trade mark name on AsiaAssist’s website, company brochure, case study or presentations, without the prior written consent of the Client.
  23. Rights and Remedies
    1. The rights and remedies of each Party provided under this Agreement are in addition to, and not exclusive of, any of its rights or remedies provided by law.
  24. Counterparts
    1. This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
    2. Transmission of the executed signature page of a counterpart of this agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
  25. Severance
    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
    2. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.