This Agreement governs your use of www.owtalk.com (the “Site”) and your relationship with Owtalk Limited (“we” or “us”). Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to this Agreement, please do not register for or use the Site. If you have any questions on this Agreement, please contact support@owtalk.com

1. Definition

1.1 Unless otherwise stated, the following terms shall have the following meanings:-

“Content”	the materials to be supplied by Owtalk Limited and/or any person to the Site (including the updated material) during the term of this Agreement which you can read, hear, see, access or download from or on or via the Site
“Feedback Information”	all and any ideas, concepts, knowhow, proposals, suggestions, comments and other communications and information provided by you to Owtalk
“Materials”	all materials contained in the Site
“Our” “We” “us”	Owtalk
“Owtalk”	the service rendered by and/or operated by Owtalk Limited and Owtalk Limited
“Owtalk In Service”	the paid-for services provided by Owtalk to you that enables you to be called by PSTN Users in your Owtalk In Number, that is, the number assigned to you by Owtalk for the use of Owtalk In Service (Emergency call service excepted)
“Owtalk Out Service”	the paid-for services provided by Owtalk to you that enables you to make calls to PSTN Users (Emergency call service excepted)
“PSTN Users”	Users of the Public Switched Telephone Network
“Service”	VoIP Service and all other paid-for services provided by Owtalk to you (Emergency Call Service excepted)
“Site”	www.owtalk.com
“term”	the period during which this Agreement continues in force
“Voice Mail Service”	the paid-for services provided by Owtalk to you that allows you to receive voice message from PSTN Users and other subscribers (Emergency Call Service excepted)
“VoIP Service”	the paid-for and wide variety of services provided by Owtalk including but not limited to Owtalk Out Service, Owtalk In Service, Voice Mail Service and other paid-for services which Owtalk may provide to you from time to time (Emergency Call Service excepted)
“You”	any individual and/or business user and any user authorized by the said individual and/or business user under your registration

1.2 The schedules (Schedule 1, Schedule 2 and Schedule 3) form part of this Agreement and references to this Agreement include the said schedules.

1.3 Intellectual Property Rights Policy and Privacy Policy also form part of this Agreement and references to this Agreement include the Intellectual Property Rights Policy and Privacy Policy.

1.4 Headings are used in this Agreement for the convenience of the parties only and shall not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses and/or schedules to which they relate.

1.5 In this Agreement, unless otherwise specified:-

1.5.1 any reference to a person shall include references to individual, firm, body corporate or unincorporated;

1.5.2 any reference to a subsidiary or holding company is to be construed in accordance with Companies Ordinance, Cap.32 of the Laws of Hong Kong;

1.5.3 any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;

1.5.4 words importing the singular number shall include the plural and vice versa;

1.5.5 words importing any particular gender shall include all other genders; and

1.5.6 words importing the whole shall be treated as including a reference to any part of the whole;

2. Use of the Site

2.1 Owtalk grants you a limited, personal, non-exclusive and non-commercial, non-assignable licence to use the Site to:-

2.1.1 make internet telephony applications provided by Owtalk;

2.1.2 view and access the Site;

2.1.3 purchase the goods from Owtalk; and

2.1.4 purchase the services including the Service from Owtalk
subject to the terms and conditions as stipulated in this Agreement.

2.2 By using the Site you irrevocably and unconditionally agree to be bound by the said terms and conditions as stipulated in this Agreement.

3. Fees

3.1 Owtalk reserves its rights at any time to charge you fees for access to or use of the Site or any part thereof.

3.2 If you do not wish to accept the said charge you should not continue to use the Site. If you continue to use the Site after the date on which the said charge come into effect, your use of the Site indicates your agreement to be bound by the said charge accordingly.

4. Amendments

Owtalk may update and/or revise and/or amend the terms and conditions as stipulated in this Agreement from time to time for legal or regulatory reasons or whatever reasons or to allow the proper operation of the Site. If you do not wish to accept the new terms and conditions you should not continue to use the Site. If you continue to use the Site after the date on which the said changes come into effect, your use of the Site indicates your agreement to be bound by the said new terms and conditions.

5. Registration

5.1 You are required to register with Owtalk for the purpose of obtaining the user name and/or password from Owtalk so as to use the Site or any part thereof. If you are required to do so, you must:-

5.1.1 ensure that the details provided by you on registration or at any time are correct, accurate, complete and updated;

5.1.2 safeguard any user name and password which Owtalk provides to you; and

5.1.3 authorize Owtalk to assume that any person using the Site with your user name and password is either you or is the one who is authorized by you to do so. You must inform Owtalk immediately of any changes to the information that Owtalk provided when registering by updating your personal data in accordance with the Privacy Policy in order that Owtalk can communicate with you effectively. For detail, please read the said Privacy Policy carefully and if you have any questions, please email support@owtalk.com.

6. Security

6.1 When you register to use the Site you will be asked to create and/or you will be given by Owtalk a user name and/or password. In order to prevent fraud, you must keep this user name and/or password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your user name and/or password you should notify Owtalk by contacting support@owtalk.com immediately.

6.2 If Owtalk has reason to believe that there is likely to be a breach of security or misuse of the Site, Owtalk may require you to change your user name and/or password or Owtalk may suspend your account.

7. Intellectual property

The Materials and the Content are protected by copyright, trade marks, database right and other intellectual property rights and for detail, please refer to the Intellectual Property Rights Policy.

8. Your use of the Site

8.1 You must not use the Site for any of the following purposes:

8.1.1 post, repost, publish, transmit, reproduce, distribute or circulate the content and/or material including but not limited to the Materials and the Content which you do not have the right to post, repost, publish, transmit, reproduce, distribute or circulate;

8.1.2 disseminate, post, repost, publish, transmit, reproduce, distribute or circulate any content which is abusive; containing any unsolicited or unauthorized advertising or promotional material; damages or likely to damage safety, public health or morals; deceptive; defamatory; denounces religious or political beliefs; discriminating; encourages and/or likely to encourage crime, violence and public disorder; encourages and/or likely encourages conduct that constitutes a criminal offence or otherwise breaching any applicable laws regulations or code of practice; harassing; harmful, harmful to minors; hateful; impersonates any person; indecent; liable to incite hatred; libelous; causes and/or likely to cause nuisance; annoyance; inconvenience or anxiety; menacing; misleading; misrepresents your relationship with any person; obscene; offensive; pornographic; profane; seditious; threatening; unlawful; vulgar, or otherwise objectionable or unreasonable information of any kind or form or otherwise breaching any laws;

8.1.3 post and/or repost, publish, transmit, reproduce, distribute or circulate any content which infringes the trade mark, copyright, patent, design and/or other intellectual property right of another person;

8.1.4 make, transmit or store electronic copies of materials protected by copyright without the permission of the owner;

8.1.5 disrupt or interfere with any other person’s use or enjoyment of the Site;

8.1.6 disrupt or interfere with the Site or servers or other hardware or software or equipment connected to or via the Site;

8.1.7 collect or store personal data about other users of the site;

8.1.8 use any type of spider, virus, worm, Trojan horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Site or the said communication or any part thereof;

8.1.9 post, repost, publish, transmit, reproduce, distribute or circulate any content and/or materials and/or any information or software which contains any spider, virus, Trojan horse, worm, time bomb or any other codes or other harmful component;

8.1.10 hack, trespass, break into, access, use or attempt to hack, trespass, break into, access or use the Site or any part thereof for which Owtalk has not authorized access to you; or

8.1.11 violate any applicable law relating to your use of the Site

8.2 You will be responsible for Owtalk’s losses and/or damages and costs resulting from your breach of this clause 8.

9. Availability of the Site

9.1 Although Owtalk aims to offer you the best service possible, Owtalk makes no promise that the services at the Site including but not limited to the Service will meet your requirements. Owtalk cannot guarantee that the services including but not limited to the Service will be fault-free. If a fault occurs with the Site you should report it to support@owtalk.com and Owtalk will attempt to correct the fault as soon as it reasonably can.

9.2 Your access to the Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. Owtalk will attempt to restore the said service including the Service (if applicable) as soon as it reasonably can.

9.3 Owtalk reserves the right at all times to prohibit or deny your use of and access to the Site or any part thereof immediately and without notice, where Owtalk is of the opinion that you have breached any of the terms and conditions as contained in this Agreement or violated any applicable laws or that such prohibition or denial is appropriate, desirable or necessary in our sole discretion.

10. Suspension or Cancellation of your registration or Termination of this Agreement

10.1 Owtalk may suspend or cancel your registration or any part thereof or terminate this Agreement at our reasonable discretion or if you breach any of your obligations under this Agreement or violate any applicable laws by giving you a two (2) working days prior notice in writing without cause.

10.2 In addition to clause 10.1 hereof and without prejudice to other provisions contained in this Agreement, Owtalk reserves the right to cancel your registration that has been inactive for more than one (1) year.

10.3 The suspension or cancellation of your registration or any part thereof and your right to use the Site and the termination of this Agreement shall not affect either party’s statutory, contractual and/or other rights, obligations or liabilities:-

10.3.1 accrued on or before the said suspension or cancellation or termination; or

10.3.2 expressed or intended to continue in force after and despite the said suspension or cancellation or termination.

12. Third Party websites

12.1 As a convenience to you and other users, the Site includes links to other web sites or material which are beyond its control. Owtalk is not responsible for content on any site outside the Site and any use of and reliance on such information is at your own risk.

12.2 Links to other websites do not constitute an endorsement by Owtalk of such websites or the information, products, advertising or other materials available on those sites.

13. Advertising and Sponsorship

13.1 Owtalk have not reviewed all websites linked to the Site and are not responsible for contents on any of such websites.

13.2 You acknowledge that part of the Site may contain advertising and sponsorship and provided or maintained by providers other than Owtalk. The said providers are responsible for ensuring that the advertising and sponsorship material submitted for inclusion on the Site complies with relevant laws and codes. Owtalk will not be responsible to you for any error or inaccuracy in advertising and sponsorship material.

13.3 Some links which appear on the Site are automatically generated, and may be offensive and inappropriate to some people. The inclusion of any link does not imply that Owtalk endorse the linked site, and you use the links at your own risk.

13.4 Your correspondence or dealing with, or participation in promotions of, advertisers on the Site are solely between you and such advertisers and Owtalk will not be liable or responsible for any loss or damage of any sort incurred as the result of any dealings or as the result of the presence of advertisements on the Site.

14. Personal Data

14.1 In using the Site you may give Owtalk “personal data” as defined in the Personal Data (Privacy) Ordinance, Cap.486 of the Laws of Hong Kong. By using the Site you grant Owtalk the consent to use your personal data in accordance with our Privacy Policy.

14.2 For information on our use of cookies, please refer to our Privacy Policy.

15. Governing Law

This Agreement shall be governed by the law of the Hong Kong Special Administrative Region. You agree to submit to the non-exclusive jurisdiction of the Hong Kong Special Administrative Region Courts.

16. Use of the Site out of Hong Kong Special Administrative Region

Owtalk makes no promise that the Materials and/or the Content on the Site are appropriate or available for use in locations outside the Hong Kong Special Administrative Region, and accessing the Site from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Site from locations outside the Hong Kong Special Administrative Region, you do so at your own risk and on your own initiative and are responsible for compliance with local laws.

17. Miscellaneous

17.1 You shall indemnify and keep Owtalk, its servants and/or agents, fully indemnified against any action, liability, cost, claim, loss, damages, proceedings, expenses (including all legal costs) which Owtalk suffers or incurs in connection with the Agreement, including but not limited to the loss and/or damage resulting directly or indirectly from:

17.1.1 your use of the Site;

17.1.2 your misuse of the Site;

17.1.3 your use of the Content;

17.1.4 your misuse of the Content;

17.1.5 your use of the Materials;

17.1.6 your misuse of the Materials;

17.1.7 your breach of this Agreement; and

17.1.8 your violation of the law relating to your use or misuse of the Site

17.2 Neither party shall be liable for any breach of this Agreement directly or indirectly caused by circumstances beyond the reasonable control of that party and which prevent that party from performing its obligations to the other, provided that a lack of funds shall not be regarded as a circumstance beyond that party’s reasonable control.

17.3 No failure or delay on the part of any of the parties hereto to exercise any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any of the parties hereof of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

17.4 Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.

17.5 Any notice or other communication to be given by Owtalk to you may be in the form of a statement on the Site, personally delivered to you or by ordinary post, email, facsimile to the address specified or any address as notified by you. For the avoidance of doubt, such notice or other communication shall be deemed to have been received by you forty-eight (48) hours after dispatch if personally delivered or by postal services or if the notice or communication sent by electronic means, immediately after being transmitted by Owtalk or posted on the Site.

17.6 Each of the provisions contained in this Agreement shall be construed as independent of every other such provision and the illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.

17.7 If there are two or more persons adhering to this Agreement as user, their liability under this Agreement is joint and several, and their rights are joint.

17.8 Owtalk is at its absolute discretion to assign and/or transfer this Agreement or any rights thereunder to any companies without giving any prior written notice to you.

17.9 You are not allowed to assign and/or transfer this Agreement or any rights thereunder to any body.

17.10 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the parties/or their duly authorized representatives.

17.11 If there is any conflict or difference between the English version of this Agreement and its Chinese version, the English version prevails. If any part of the Chinese version is unclear, reference should be made to the English version. The Chinese version may not be translated into English for the purpose of comparing with or interpreting the English version.

17.12 The Site is owned and operated by Owtalk Limited.

17.13 If you have any queries please contact support@owtalk.com

SCHEDULE 1 Sale of Goods Terms

These terms relate to the goods supplied to you through the Site and should be read in conjunction with Owtalk Agreement which shall also apply

1. Prices

1.1 Your order is an offer to buy from Owtalk. There will be no contract of any kind between you and Owtalk unless and until Owtalk actually delivers the goods to you. At any point up until then, Owtalk may decline to supply and/or deliver the goods to you without giving any reason. At the moment that the goods are delivered, a contract will be made between you and Owtalk.

1.2 The prices payable for the goods that you order are clearly set out on the Site. If, by mistake, Owtalk have under-priced the goods, Owtalk will not be liable to supply that goods to you at the stated price provided that Owtalk notify you before Owtalk delivers the goods concerned.

1.3 Any typographical, clerical or other error or omission in any sales quotation, price list, acceptance of offer, invoice or other document or information issued by Owtalk as appear in the Site or otherwise shall be subject to correction without any liability on the part of Owtalk.

1.4 Owtalk shall not be bound to deliver the goods until you have paid for them in full without any deduction and/or set off.

1.5 Payment shall be due before the date of delivery and time for payment shall be of the essence.

1.6 All prices are expressed EXCLUSIVE of any traveling and other expenses and taxes (if applicable) unless otherwise stated and all of them shall be paid by you to Owtalk by credit card and/or paypal service in accordance with their instructions or in any manner as notified by Owtalk to you from time to time without any deduction and/or set off. For detail, please contact support@owtalk.com.

1.7 Before placing an order by you on Owtalk:-

1.7.1 you are required to be aware of legal and regulatory restrictions on import and imported-prohibited goods that apply in the country or region of intended shipment. Owtalk will not accept any responsibility and will not refund the price or any part thereof in these cases even if the said goods have arrived in the said country or region;

1.7.2 you should be responsible to Owtalk for ensuring the accuracy of the terms of any order submitted by you to Owtalk, and for giving Owtalk any necessary information relating to the goods within a sufficient time to enable Owtalk to arrange the dispatch of the goods to you;

1.7.3 you should make all relevant enquiries to the local authorities or any departments of relevant countries or regions (like the Customs and Excise Department) of any goods on all relevant taxes and/or charges which may be subject to the said taxes and/or charges including but not limited to import tax and/or value added tax and/or any other taxes and/or charges in some countries or regions at your own cost and expense and Owtalk should not accept any such responsibility.

2. Availability

If for any reason beyond Owtalk’s reasonable control, Owtalk is unable to supply a particular goods, Owtalk will not be liable to you except to ensure that you will not be charged for that goods.

3. Non-Commercial Use

3.1 The online store is available for non-commercial and domestic use only. Owtalk reserves the right to refuse orders from businesses or that Owtalk considers are for commercial or other non-domestic concerns.

3.2 No right or licence is granted under this Agreement to you under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use the goods.

4. Delivery

4.1 Delivery will be made to the address specified by you on the completed order form.

4.2 The goods ordered by you shall be delivered:-

4.2.1 to you by our appointed courier services company provided that the delivery address is within the region of Hong Kong Special Administration Region; or

4.2.2 to you by speed post provided that the delivery address is not within the region of Hong Kong Special Administrative Region or for an overseas order
but in both events you are required to check and sign on the delivery note as acknowledgement of receipt of the delivered goods

4.3 The time of delivery will be subject to the policy of the courier services company or the post office. It will take 7-10 working days for delivering goods to you. The goods may be delivered in advance of the delivery date upon the giving of reasonable notice to you.

4.4 You shall make all arrangements at your cost and expenses to take delivery of the goods whenever they are tendered for delivery.

4.5 Whilst Owtalk makes every effort to deliver the goods to you, Owtalk will not be liable to any loss or damage whatever due to:-

4.5.1 Owtalk’s failure to do so in part or in full due to circumstances beyond its reasonable control; or

4.5.2 Owtalk’s failure to deliver the goods or any part thereof promptly or at all.

4.6 Notwithstanding that Owtalk may have delayed or failed to deliver the goods or any of them promptly you shall be bound to accept delivery provided that delivery shall be tendered at any time within 1 month of the date of delivery.

4.7 The title and the risk in the goods shall pass to you on delivery of the goods.

5. Returns of Goods

5.1 Owtalk hopes you will be happy with your purchase. However and subject to clauses 5.3 and 5.4 hereof, should you feel it necessary to return the goods, you may cancel the agreement for its purchase by contacting support@owtalk.com within seven (7) working days of delivery of the goods to you. You should then return the relevant goods to Owtalk in full packaging at your own cost and expenses to Room 2205, 22/F., West Tower, Shun Tak Centre, 168 Connaught Road, Central, Hong Kong.

5.2 You will be responsible for the cost of returning any goods to Owtalk unless the said good is defective or Owtalk have delivered the goods to you in error or as a substitute. The goods should be returned to Owtalk in its original condition.

5.3 No goods delivered to you by Owtalk which are in accordance with your order will be accepted for return without the prior written approval of Owtalk and on terms and conditions to be determined at the absolute discretion of Owtalk. Goods returned without the prior written approval of Owtalk may at Owtalk’s absolute discretion be returned to you or stored at your cost without prejudice to any rights or remedies Owtalk may have. If Owtalk approves to accept any such goods for return, you shall return the goods to Owtalk in its original condition at your own cost and expenses.

5.4 You shall be deemed to have accepted the goods 24 hours after delivery to you. After acceptance, you shall not be entitled to reject the goods which are not in accordance with your order.

6. Exclusion and Limitation of Liability

6.1 All terms, conditions, warranties and representations (whether implied or made expressly) whether by Owtalk its servants or agents or otherwise relating to the quality and/or fitness for the purpose of the goods or any of the goods are excluded to the fullest extent permitted by law.

6.2 Where the goods are supplied by a party other than Owtalk to you, Owtalk does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise.

6.3 Owtalk shall be under no liability whatever to you for any indirect loss and/or expense (including loss of profit) suffered by you arising out of a breach by Owtalk of this agreement.

6.4 Owtalk’s liability in contract, tort or otherwise, including any liability for negligence and any liability howsoever arising out of or in connection with the performance of this Agreement, if any, shall be limited to those which can be directly proved and the quantum thereof shall be limited to the total price paid by you for the goods under this Agreement (if any) without interest, cost and compensation.

6.5 If a jurisdiction does not allow the above exclusion or limitation of Owtalk’s liability in accordance with clause 6 hereof but allows a limitation of a certain maximum extent then Owtalk’s liability is limited to that extent.

7. Termination

7.1 If you:-

7.1.1 fails to make any payment for the goods; or

7.1.2 commits any other breach of this agreement; or

7.1.3 if any distress or execution shall be levied upon any of your goods; or

7.1.4 offer to make any arrangement with its creditors; or

7.1.5 if any bankruptcy petition is presented against you; or

7.1.6 you are unable to pay your debt as they fall due or;

7.1.7 being a limited company any resolution or petition to wind up you shall be passed or presented; or

7.1.8 if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of your business or assets; or

7.1.9 shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods shall become payable immediately Owtalk may, in its absolute discretion and without prejudice to any other rights which it may have to suspend all deliveries of the goods to you and/or terminate this Agreement without liability upon its part; and/or exercise any of its rights under this Agreement.

SCHEDULE 2 Supply of Services Terms

These terms relate to the paid-for services supplied to you through the Site (the “Service(s)”) and should be read in conjunction with Owtalk Agreement which shall also apply

1. Prices and Payment

1.1 Your order is an offer to purchase the Service from the Site. The Service will be made available to you once your payment has been authorized and made and all necessary procedure of the said Service including the registration procedure has been duly complied with by you and the said procedure has been set out in FAQ annexed to this Agreement as Schedule 3. There will be no contract of any kind between you and Owtalk unless and until you make the authorized payment for the Service and has complied with all those procedures and agreed to be bound by the terms of this Agreement. At any point up until then, Owtalk may decline to supply the Service to you without giving any reason.

1.2 The Service provided to you by Owtalk shall be subject to all terms and conditions as stipulated in this Agreement (including Schedule 3 to this Agreement) and the particulars of the Service including but not limited to the charges for the Service, the payment for the Service, the refund policy, the allocation of the relevant service number and the actual operation of the Service have also been set out in Schedule 3 of this Agreement.

1.3 The Fees for the Service including Owtalk In Service, Owtalk Out Service and Voice Mail Service are calculated and payable in advance as set out in Schedule 3 of this Agreement and Owtalk shall be under no obligation to provide the Service to you until the said fees have been paid to Owtalk by you without any deduction and/or set off. The time of payment shall be of the essence of this Agreement.

1.4 The Fees are expressed EXCLUSIVE of all expenses and taxes (if applicable) unless otherwise stated and shall be paid by you to Owtalk by credit card and/or paypal service in accordance with their instructions or in any manner as notified by Owtalk to you without any deduction and/or set off whatsoever. For detail, please contact support@owtalk.com.

1.5 Owtalk may vary the Fees from time to time and you are deemed to accept the said variation if you continue in using the Service following the said variation.

2. Using the Service

2.1 The service allows you to use, subject to Owtalk Agreement and in particular, clause 5 of the said Agreement, the Service and any other services as notified by Owtalk to you from time to time. Further detail of the Service which has not been set out in Schedule 3 of this Agreement and/or it has not been given in any of Owtalk’s brochures, promotional literature, quotations or other documents may be made available on your request. Owtalk may correct any typographical or other errors or omissions in any brochures, promotional literature quotations or other documents relating to the provision of the Service without any liability to you.

2.2 By using the Service, you hereby agree to be bound by the terms and conditions of this Agreement and Schedule 3 of this Agreement and any other agreements as specified by Owtalk from time to time.

2.3 Owtalk warrants that it has the right to provide the Service and will use all reasonable skill and care in making the Service available to you and in ensuring its availability with minimum disruptions but Owtalk makes no warranties in this respect.

2.4 Owtalk is continually seeking to improve the Service. Owtalk reserves the right, at its discretion, to make changes to the Service or any part thereof provided that it does not materially reduce the content or the functionality or the nature or the quality of the Service.

3. Non-Commercial Use

The Service is available for non-commercial and domestic use only. Owtalk reserves the right to refuse orders from businesses or that Owtalk considers are for commercial or other non-domestic concerns. You shall not re-sell the Service without the prior written consent of Owtalk.

4. Changes and/or Improvements

4.1 Owtalk may, at its own absolute discretion and without any notice and/or liability to you, by restricting and/or suspending and/or limiting and/or interrupting the Service for the purposes of:-

4.1.1 changing any features of the Service including but not limited to those which are technical in nature;

4.1.2 repairing the Service;

4.1.3 improving the Service; and

4.1.4 upgrading the Service

4.2 Owtalk reserves the rights to change the terms and conditions of this Agreement by giving you 2 days’ written notice at any time and you are deemed to accept the said changes if you continue in using the Service following the said changes.

5. Your rights and obligations:-

5.1. During the term of this Agreement, you agree:-

5.1.1 to use the Service or any part thereof in accordance with the laws and relevant rules, codes and regulations of Hong Kong Special Administrative Region;

5.1.2 to use the Service or any part thereof in accordance with this Agreement;

5.1.3 to provide the correct, complete, accurate and updated data and/or information in good time without delay for the purpose of using the Service;

5.1.4 to maintain the confidentiality of your User ID and Password at your own cost and expenses and to notify Owtalk immediately of any use of your User ID and password which is not authorized by you;

5.1.5 to use the Service for lawful purposes; and

5.1.6 to comply with all reasonable and lawful instructions given by Owtalk to you from time to time

5.2 During the term of this Agreement, you agree not to:-

5.2.1 resell, assign and/or transfer the Service or any part thereof to any third party; and

5.2.2 use or allow anybody to use the Service or any part thereof for any illegal purposes

6. Indemnity

6.1 You agree with and undertake to Owtalk to indemnify and keep indemnified Owtalk against any losses (including consequential losses), liabilities, penalties, fines, damages, Claims (including any third party claim), costs, expenses and legal or professional fees and disbursements (on a full indemnity basis) incurred, suffered or sustained by any of them as a result or in consequence of:-

6.1.1 your breach of the laws of Hong Kong Special Administrative Region; and

6.1.2 your breach of this Agreement

6.2 The indemnity in clause 6.1 hereof shall include all reasonable costs and expenses properly payable in connection with any Claim or liability referred to herein.

6.3 This indemnity shall survive upon cancellation and/or termination of this Agreement.

7. Duration

This Agreement shall commence on the date when you have made the authorized payment and comply with all necessary procedure as stipulated in clause 1.1 of this Agreement and shall continue until terminated as provided in clause 8 of this Agreement.

8. Cancellation and Termination

8.1 Once you have paid for the Service, Owtalk makes the Service available to you. You are not able to cancel any purchase of Service after the Service is made available.

8.2 Your access to the Service may be cancelled and/or terminated by written notice immediately if:-

8.2.1 you commit a material breach of any of the terms of this Agreement (including without limitation to late payment) and if such breach is capable of remedy, fails to remedy the breach within 2 days of receiving notice from Owtalk specifying the breach and requiring the breach to be remedied;

8.2.2 you have breached the laws of the Hong Kong Special Administrative Region;

8.2.3 you enter into liquidation whether compulsorily or voluntarily (otherwise than for the purpose of a solvent amalgamation or reconstruction);

8.2.4 you become insolvent;

8.2.5 you cease or threaten to cease to carry on business;

8.2.6 you compound or make any voluntary arrangement with its creditors;

8.2.7 you are the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator;

8.2.8 you are unable to pay your debts as they fall due;

8.2.9 you have an encumbrancer take possession of, or a receiver or administrative receiver appointed over all or any part of its assets; or

8.2.10 you take or suffer any similar action due to debt;
or if the equivalent of any of the events described at clauses 8.2.2 to 8.2.10 inclusive under the law of any jurisdiction occurs in relation to the other party.

8.3 The aforesaid termination shall not affect either party’s statutory, contractual and/or other rights, obligations or liabilities:-

8.3.1 accrued on or before the said termination; or

8.3.2 expressed or intended to continue in force after and despite the said termination.

8.4 If Owtalk reasonably believe your breach of the terms and conditions as stipulated in this Agreement and Schedule 3 of this Agreement and/or the laws of Hong Kong Special Administrative Region affecting our lawful operation of the Service or third party customers Owtalk may suspend your access to the Service at any time.

9. Exclusion and Limitation of Liability

9.1 Owtalk shall not liable to you for:-

9.1.1 any indirect loss and/or expense (including loss of profit) suffered by you arising out of a breach by Owtalk of this agreement;

9.1.2 any disruption, delays and/or other omissions in the Service;

9.1.3 any consequential loss or damage suffered by you occasioned by any act or omission in the part of Owtalk or any of its service providers, whether directly or indirectly, including but not limited to wasted time or expenditure, loss of profits, use, revenue or goodwill; and

9.1.4 any contents of the communication, originally designed by the persons and/or corporations other than Owtalk and spread by means or by the use of the Service or any part thereof.
nor shall any one of the above entitle you to repudiate this Agreement

9.2 Owtalk shall also not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform, any of Owtalk’s obligations in relation to the Service, if the delay or failure was due to any cause beyond Owtalk’s reasonable control.

9.3 Owtalk’s liability in contract, tort or otherwise, including any liability for negligence and any liability howsoever arising out of or in connection with the performance of this Agreement, if any, shall be limited to those which can be directly proved and the quantum thereof shall be limited to the total price paid by you for the Service under this Agreement (if any) without interest, cost and compensation.

9.4 If a jurisdiction does not allow the above exclusion or limitation of Owtalk’s liability in accordance with clause 9 hereof but allows a limitation of a certain maximum extent then Owtalk’s liability is limited to that extent.

10. Confidentiality

The information acquired by either party relating to the provision and use of the Service, if any, is confidential and neither party shall, without prior written consent of the other party, make any use or disclosure thereof except for the purposes of this Agreement save to the extent such information is or becomes publicly available otherwise than in breach of the foregoing obligations and except for the purposes of compliance with the laws of Hong Kong Special Administrative Region.

11. Assignment and Subcontracting

Owtalk reserves the right to assign the Agreement and to subcontract to its service providers or others all or any of its obligations but your rights and obligations under this Agreement shall not be assigned and/or subcontracted and/or transferred by you to anybody.

12. Third Party Service Provider

12.1 In providing Owtalk In Service and/or Owtalk Out Service to you by Owtalk, You Owtalk may download from or on or via the other web sites various materials and information which are beyond its control. Owtalk is not responsible for content on any site outside the Site and any use of and reliance on such information and materials are at your own risk.

12.2 Links to other websites do not constitute an endorsement, approval or recommendation by Owtalk of such websites or the information, products, advertising or other materials available on those sites.

12.3 You must take your own precautions to ensure that the process which you employ for accessing the Site does not expose your risk of viruses or other form of interference which may damage your own computer system. For the removal of doubt, Owtalk does not accept responsibility for any interference or damage to your own computer system which arises in connection with your accessing of the Site or any linked web site.

12.4 Whilst Owtalk has no reason to believe that any information or material contained in the Site is inaccurate, Owtalk does not warrant the accuracy, adequacy or completeness of such information or material, nor do Owtalk undertake to keep the Site up-dated. Owtalk does not accept responsibility for loss suffered as a result of reliance by you upon the accuracy or currency of information or material contained on the Site.

13. Others

13.1 No failure or delay in exercising any of Owtalk’s rights under this Agreement shall constitute a waiver of the same or any other of its rights.

13.2 All matters relating to the intellectual property rights arising out of the provision of the Service by Owtalk to you are governed by Intellectual Property Rights Policy and for detail, please refer to the Intellectual Property Rights Policy.

13.3 Your rights and interests to Personal Data under this Agreement are governed by the Privacy Policy and for detail, please refer to the Privacy Policy.

For terms of service (schedule 3), please refer to http://support.owtalk.com/index.php?_m=knowledgebase&_a=view

© Owtalk – Last revised: December 2006.