Public offer for contractors
This Offer is made by TECSHEN LIMITED, a company duly incorporated and existing under the laws of Hong Kong, registration number 79859157, having its registered address at Flat 2304, 23/F, Ho King Commercial Centre, 2–16 Fa Yuen Street, Mong Kok, Hong Kong (each, as applicable in accordance with the Section “Contracting entity” below, the “Company”).
This Offer is a proposal to the general public and if accepted in the form stipulated below, it shall be considered as a binding agreement between the Company and the person accepting the Offer for the performance of work and provision of services subject to the terms and conditions set forth in the Offer and Contract respectively.
This Offer may be amended at any time at the decision of the Company.
This Offer shall be deemed to have been accepted and becomes binding upon the Company and the person accepting the Offer when the interface check-box confirming that the person has read and accepts the terms of the Offer, or a check-box bearing wording to similar effect, is ticked and the Personal Area is registered with the Arbonum Platform.
Upon acceptance of this Offer, as stipulated above, a legally binding agreement is to be considered as entered into by and between the Company and the person who has accepted the Offer, on the terms and conditions below:
CONTRACT FOR THE PERFORMANCE OF WORK AND PROVISION OF SERVICES (hereinafter referred to as the Contract)
CONTRACTING ENTITY
A.1 The Company is TECSHEN LIMITED, a company duly incorporated and existing under the laws of Hong Kong, registration number 79859157, having its registered address at Flat 2304, 23/F, Ho King Commercial Centre, 2–16 Fa Yuen Street, Mong Kok, Hong Kong. This Contract is governed by the laws of the Hong Kong Special Administrative Region, and any dispute arising out of or in connection with it shall be finally settled by arbitration under the Rules of the Hong Kong International Arbitration Centre in force at the commencement of the arbitration. The seat of arbitration shall be Hong Kong. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
TERMS AND DEFINITIONS
The Parties hereby expressly agree that for purposes of this Contract, the following definitions shall have the following meanings:
Supplier shall mean a person who provides services and/or performs work under this Contract, namely: an individual having full legal capacity, a self-employed person, an individual entrepreneur, or a legal entity.
Fee shall mean the Supplier's remuneration for the performance of the Work and/or Services hereunder.
Customer shall mean a legal entity or individual entrepreneur engaging the Company for the performance of Work/provision of Services under the Assignments and Projects.
Assignments shall mean, in the aggregate, tasks to perform certain Work and/or provide certain Services as a part of relevant Projects, which are communicated to the Supplier in Personal Area on the Arbonum Platform.
Intellectual Property shall mean the intellectual deliverables as the Supplier may need to develop and alienate in terms of intellectual property rights thereto (including an exclusive copyright) when performing certain Work or providing certain Services.
Intellectual Property Rights means personal non-property and property rights to the intellectual deliverables.
Personal Area shall mean the customized section of the Arbonum Platform, which is not available to the general public. Access to the Personal Area is provided upon entry of the following identification details on the Arbonum Platform's login page: login (user name) and password (access code).
Mobile App shall mean the software developed for the Arbonum Platform and designed for operation on smartphones, tablets and other mobile devices, if compatible with their operating systems.
Reporting Period shall mean one (1) calendar month.
Supplier's Report shall mean a report in electronic format generated by the Arbonum Assignment and Fee Filing System at the end of each Reporting Period, available for viewing and downloading by the Supplier via Personal Area on the Arbonum Platform.
Project shall mean a totality of specific, interconnected assignments for the performance of the Work and/or the provision of associated Services.
Arbonum Platform/Platform shall mean an interactive service managed by the Company and available at the following URL: https://www.arbonum.com/
KYC Check shall mean the process of verification of the information provided by the Supplier for the use of the Arbonum Platform and/or specific procedures of due diligence by the Company to make sure the details provided by the Supplier are true and accurate and that the Company complies with the applicable regulations and laws in respect of Anti-Money Laundering and Terrorist Financing.
Deliverables shall mean the results of the completed Work, which may include, inter alia, Intellectual Property, or which may constitute Intellectual Property.
Works and Services shall mean collectively the types of work and services that the Supplier may perform and provide as part of Assignments/Projects via and by means of the Arbonum Platform. The list of the Work and Services which may be performed is communicated to the Supplier via Personal Area on the Arbonum Platform.
Arbonum Assignment and Fee Filing System shall mean a dedicated system integrated into the Arbonum Platform which is designed to record: the Projects and Assignments selected by the Supplier to perform Work and/or render Services thereunder, as well as the progress of the Work and/or Services; the amounts of the Fee payable to the Supplier; the Fee options selected by the Supplier; and the alienation of intellectual property rights to Intellectual Property that constitutes Deliverables or is part of the Deliverables.
Third Parties shall mean the person(s) engaged by the Supplier for the provision of the Services and/or performance of the Work, namely: an individual having full legal capacity, a self-employed person, an individual entrepreneur, or a legal entity. The Supplier shall be liable for the actions and/or omissions of Third Parties.
1. SUBJECT MATTER OF THE CONTRACT
1.1 The Supplier hereby undertakes, as and when so requested and offered, to perform the Work and provide the Services on the Arbonum Platform under the Projects and the Assignments that are part of such Projects, and the Company hereby agrees to accept the Deliverables of Work performed and Services rendered and to pay the Supplier the Fee for the Work performed and/or Services as per the terms and conditions stipulated hereunder.
1.2 The Company engages the Supplier in its own name and at its own risk. The Fee payable to the Supplier is the Company's own obligation under this Contract. The Supplier has no claim to the Fee against the Customer, and the Customer bears no obligation to pay the Supplier.
1.3 Instructions relating to the performance of the Work and provision of the Services are given exclusively through the Assignments, the descriptions contained therein and the acceptance procedure set out in Section 5 hereof. The Customer does not direct the working hours, place of work, work organisation or discipline of the Supplier.
1.4 Unless otherwise expressly agreed by the Parties in writing in respect of a specific Assignment, the Work shall not be performed and the Services shall not be provided within the territory of the jurisdiction in which the Customer is established or has its place of business, and the Supplier shall not be present in that territory for the purposes of performance hereunder.
2. KEY TERMS AND CONDITIONS
2.1 The Supplier unconditionally agrees that the performance of Works and/or the provision of Services (as applicable) as part of each Assignment is a material obligation of the Supplier hereunder.
2.2 Prior to commencing Works and/or Services under the relevant Assignment, the Supplier is required to accept the terms of reference for Works and/or Services under the Assignment via Personal Area. The Assignments available to the Supplier shall be displayed in the Supplier's Personal Area on the Arbonum Platform.
2.3 The Supplier gives consent to the processing of personal data when using the Arbonum Platform. If necessary for the furtherance hereof, the Supplier authorizes the Company to disclose such personal data to third parties, and expressly agrees to cross-border transfer of personal data. The above consent shall be valid for the duration hereof.
2.4 The Parties agree that when accepting the terms of reference for Works and/or Services as part of each Assignment via Personal Area, the Supplier gives explicit and voluntary consent to all key terms of reference set forth in the Assignment. Such key terms include:
2.4.1 the scope of Work and/or Services to be performed/provided under the Assignment;
2.4.2 the time-line for the completion of the Work and/or provision of the Services under the Assignment;
2.4.3 the time-line for the delivery of the Deliverables of the performed Work to the Arbonum Platform;
2.4.4 the alienation of the intellectual property rights to the Deliverables by the Supplier to the Company where applicable;
2.4.5 the amount of the Supplier's Fee payable for the performance of the Work and/or the provision of the Services under the Assignment;
2.4.6 other conditions as may be set out by the relevant Assignment.
2.5 The Parties hereby expressly agree that the Supplier is obliged to select Assignments and perform the Work and/or Services only with respect to such Assignments and Services that are available for selection via Personal Area and that fully correspond to the Supplier's qualifications and experience. If there is any doubt as to the Supplier's ability to carry out an Assignment, the Supplier shall either not confirm acceptance of the Assignment or inform the Company that it may not have the required experience and expertise, allowing the Company to either accept or refuse the Supplier.
2.6 The Parties hereby expressly agree that the Supplier shall perform the Work and/or render Services of proper quality by using its own resources. The Supplier may engage Third Parties for the performance of Work and provision of the Services with the consent of the Company.
2.7 The Parties hereby expressly agree that the Supplier is obliged to perform the Work and/or Services in strict adherence to the schedule set forth in the relevant Assignment. The Supplier shall not amend the time schedule for the performance of Work and/or the provision of the Services under the relevant Assignment.
2.8 The Company reserves the right to delete the Supplier's Personal Area and to reject the Supplier's re-registration on the Arbonum Platform if the Supplier delays more than once the completion of Work and/or Services by more than 1 (one) business day, without prompt prior notice to the Company about the possible delay.
2.9 The Fee for the Work and/or Services hereunder shall be paid to the Supplier pursuant to the terms and conditions hereof.
3. INTELLECTUAL PROPERTY
3.1 When performing work within the framework of a specific Assignment by the Supplier or by a Third Party engaged by the Supplier, a result of intellectual activity may be created. The Supplier hereby transfers to the Company, and where applicable procures the transfer by such Third Party, the exclusive right to all results of the work, in full, without any restrictions or exceptions, for subsequent transfer to the Customer. The transfer takes effect at the moment the relevant result is created in any objective form, and no separate instrument is required to give it effect. Where the law of any jurisdiction so requires in order to give full effect to the transfer, the rights transferred expressly include the rights of translation, adaptation, arrangement and other alteration, and the rights of the author of an original work in respect of the exploitation of derivative works, including the rights provided for in Articles 27 and 28 of the Copyright Act of Japan. The payment indicated in Clause 7.1 hereof is sufficient compensation for the transfer of the Intellectual Property Rights.
3.2 The results referred to in Clause 3.1 include results created in any objective (material) form, including files of any type and extension, among them executable files (exe, com, bat), text files (txt, doc, rtf), web pages (html, htm), graphic files (gif, jpg, png, bmp), sound files (wav, mid, mp3), video files (avi, wmv), presentation files (ppt, pps) and archives (zip, rar, 7z).
3.3 Regardless of whether the Assignment involves the creation of a result of intellectual activity, the Supplier and any Third Parties engaged by the Supplier shall under no circumstances violate the rights of holders of copyright, patent and other intellectual rights, including rights to means of individualization, trade secrets, trade names and layouts of integrated circuits.
3.4 The use of results of intellectual activity of others (open source programs, images from photo banks, works from open libraries and other repositories) is allowed, provided that such use does not violate the rights and interests of third parties and does not impose any restriction, limitation or obligation on the Customer's use of the Deliverables. The Supplier will not use any materials or Intellectual Property that infringe the rights of third parties, including copyrights, patents, trade secrets, trademarks or other protected rights.
3.5 The Company promotes and, where possible, controls that the Supplier and any Third Parties engaged by the Supplier take all necessary actions and sign and submit all necessary documents additionally confirming the transfer of the exclusive right in favour of the Customer.
3.6 From the moment of transfer in favour of the Company for subsequent transfer to the Customer, the Supplier and any Third Parties engaged by the Supplier are not entitled to use the transferred results of intellectual activity for their own needs or the needs of third parties.
3.7 From the moment of transfer in favour of the Company for subsequent transfer to the Customer, the Supplier and any Third Parties engaged by the Supplier are not entitled to create any obstacles to the use of the results of intellectual activity by the Customer or by any person to whom the Customer transfers exclusive or non-exclusive rights. The Supplier shall not encumber the Intellectual Property Rights in any way.
3.8 The use, possession and disposal of the results of intellectual activity after their alienation by the Company in favour of the Customer shall not require any licence, permission, consent or approval, written or oral, from the Supplier or any Third Party engaged by the Supplier, and shall not give rise to any claim for royalties or other additional remuneration.
3.9 The Supplier agrees, and guarantees the receipt of the same consent from any Third Party engaged by it, that the Customer has the right to use the results of intellectual activity anonymously, that is, without indicating the name of the Supplier or of the Third Party whose creative work created the result.
3.10 The Supplier agrees, and guarantees the receipt of the same consent from any Third Party engaged by it, that the Customer has the right to carry out any modification, correction, reduction, change or other processing of the results of intellectual activity received from the Company.
3.10a The Supplier shall procure from each individual author engaged in the creation of the results of the work a written undertaking not to exercise any moral rights or other author's personal rights in respect of those results, including the right of attribution and the right of integrity, to the fullest extent permitted by the applicable law, and shall provide copies of such undertakings to the Company at its request.
3.11 In the event of any claim from anyone in relation to the results of the work created by the Supplier or by a Third Party engaged by the Supplier, the Supplier undertakes to settle such claims on its own and at its own expense.
3.12 The Supplier agrees to fully reimburse the Company and/or the Customer for any losses or expenses incurred in connection with the results of intellectual activity created by the Supplier or by a Third Party engaged by the Supplier, in the event of claims by rightholders in relation to the ownership or disposal by the Company or the Customer of the exclusive right to such results.
3.13 If the Company, third parties acting on behalf of the Company, or the Customer reveal violations of the intellectual rights of any person by the Supplier or by a Third Party engaged by the Supplier, the Company reserves the right to delete the Supplier's Personal Area without the possibility of re-registration on the Arbonum Platform.
4. USE OF THE ARBONUM PLATFORM BY THE SUPPLIER
4.1 The Parties hereby agree that the Supplier is entitled to use the Arbonum Platform for the following purposes:
4.1.1 to sign up the Supplier's Personal Area;
4.1.2 to accept terms and conditions of the Assignments;
4.1.3 to upload the Deliverables for the purposes of the acceptance;
4.1.4 to upload the intellectual deliverables;
4.1.5 to select the Fee payment method;
4.1.6 to communicate with the Company or persons interested in the Work and/or provision of the Services under the relevant Assignment, using the Personal Area functionality.
4.2 Any use of the Arbonum Platform by the Supplier not expressly provided for in this Section 4 is expressly forbidden.
4.3 The Supplier may not attempt to interfere in any way with the operation of the Arbonum Platform. A breach of this material clause shall constitute a breach of the terms and conditions hereof by the Supplier.
5. ACCEPTANCE OF SERVICES RENDERED AND WORK DELIVERABLES
5.1 Upon completion of the Work under the relevant Assignment, the Supplier shall deliver the Deliverables to the Company by uploading them through the functionality of the Supplier's Personal Area on the Arbonum Platform.
5.2 If applicable, the transfer of the Deliverables which are or contain Intellectual Property is also performed by the Supplier through the functionality of the Supplier's Personal Area.
5.3 The Parties agree that the Deliverables may in some cases be delivered by the Supplier via electronic communications (such as e-mail, a secure FTP server or file exchange services) without using the Personal Area. Acceptance of the Deliverables so delivered shall nevertheless be made via the Supplier's Personal Area.
5.4 Deliverables which cannot be delivered as described in Clauses 5.2 and 5.3 may be delivered to the Company by courier service or by direct acceptance by an authorized representative of the Company or of the Customer. In this event, acceptance shall also be made by means of the Supplier's Personal Area.
5.5 For the purpose of enabling the delivery of Deliverables in tangible form, and where the Supplier provides Services pursuant to the accepted Assignment, the Supplier may issue an acceptance certificate in the Arbonum Assignment and Fee Filing System, provided to the Company via the Supplier's Personal Area. The acceptance certificate is issued and accepted in electronic form.
5.6 After the delivery of the Deliverables the Company accepts them or sends the Supplier via the Personal Area a refusal to accept, within 15 (fifteen) calendar days from the date of completion of the Work and pressing the interactive button “completed” in the Personal Area. Within the same time-line the Company shall accept the acceptance certificate specified in Clause 5.5.
5.7 After the completion of Services under the relevant Assignment the Company accepts them or sends the Supplier via the Personal Area a refusal to accept, within 15 (fifteen) calendar days from the date of completion of the Services and pressing the interactive button “completed” in the Personal Area.
5.8 The Fee becomes payable upon acceptance of the Work and Services by the Company in accordance with Clauses 5.6 and 5.7. The obligation of the Company to pay the Fee is its own obligation and is not conditional upon receipt of any payment by the Company from the Customer. The Company has the right to lodge claims regarding the quality of the Work performed and Services rendered within the time-lines specified in Clauses 5.6 and 5.7.
5.9 If there are any issues with the Supplier's Services or the Deliverables, the Supplier shall make corrections within five (5) calendar days of receipt, unless another term is agreed between the Parties, after which the Services and Deliverables shall be reconsidered under the same arrangements for acceptance as set forth herein.
5.10 Where a Deliverable does not conform to the relevant Assignment and such non-conformity could not reasonably have been discovered at the time of acceptance, the Supplier shall, upon written notice from the Company given within 30 (thirty) calendar days following acceptance by the Company, re-perform the relevant Work within a reasonable period at no additional cost. This obligation corresponds to the remedy which the Company owes to the Customer in respect of the same Deliverables.
5.11 The acceptance by the Company of the Services rendered and the Deliverables shall be the reason for payment of the Supplier's Fee.
5.12 The Supplier is fully and solely liable for any damage that may be caused to the Customer's property as a result of the performance of the Work and/or Services by the Supplier. Compensation for damages shall be made under a separate agreement between the Supplier and the Customer. Under no circumstances shall the Company be liable for any damage caused by the Supplier to the Customer's property.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1 The Company is obliged to:
6.1.1 enable the Supplier to register a Personal Area with the Arbonum Platform;
6.1.2 notify the Supplier via the Personal Area of Assignments commensurate with the Supplier's experience and expertise;
6.1.3 no later than 15 (fifteen) business days after the end of the respective Reporting Period, deliver to the Supplier the Supplier's Report in electronic form via the Personal Area;
6.1.4 accept the Deliverables of the Work performed and the Services rendered by the Supplier as per the terms and conditions hereof;
6.1.5 pay the Supplier a Fee for the Work performed and Services rendered as per the terms and conditions hereof.
6.2 The Company is entitled to:
6.2.1 demand that the Supplier perform the Work and render Services in a timely, due, proper and quality manner as part of Assignments;
6.2.2 unilaterally and extrajudicially terminate this Contract by sending the Supplier a notice of termination via the Personal Area at least thirty (30) calendar days prior to the expected date of termination, except as otherwise provided in Clauses 6.2.3 and 6.3.5;
6.2.3 carry out the KYC Check with respect to the details provided by the Supplier and terminate the Contract at any time if it is determined under the KYC Check that the details are out of date or inaccurate or that the Company is at risk.
6.3 The Supplier is obliged to:
6.3.1 perform the Work and provide the Services in a timely, due and proper manner;
6.3.2 deliver the Deliverables to the Company following the procedure set forth in Section 5 hereof;
6.3.3 comply with the requirements for the Intellectual Property set forth in Section 3 hereof;
6.3.4 comply with the requirements for the use of the Arbonum Platform set forth in Section 4 hereof;
6.3.5 provide the Company with all necessary details requested as part of the KYC Check. The Company reserves the right to immediately terminate the Contract if the Supplier refuses to provide the necessary information;
6.3.6 refrain from dealing directly with the Customers, whether under a contract or otherwise, except where the Customers have lodged claims regarding the quality of the Work and/or Services and the Supplier is required to settle such claims.
6.4 The Supplier is entitled to:
6.4.1 unilaterally and extrajudicially terminate this Contract by sending the Company a notice of termination via the Personal Area within the time-line specified in Clause 14.2.
7. SUPPLIER'S FEE. FEE PAYMENT OPTIONS. PAYMENT CURRENCY
7.1 The amount and currency of the Supplier's Fee for the performance of the Work and/or provision of the Services under the respective Assignment shall be specified in the Personal Area. The Supplier agrees to the amount and currency of the Fee before commencing performance. If the Assignment implies transfer of the Intellectual Property Rights, not more than 10% of the Fee for the appropriate Assignment shall be considered as payment for the transfer of the Intellectual Property Rights.
7.2 The Supplier can choose from several different Fee payment methods. All Fee payment methods available are displayed in the Personal Area.
7.3 The Supplier is entitled to receive the Fee using the payment methods specified by it, or to instruct the Company to transfer the Fee using a third-party payment method, indicating the details of such method in the Personal Area. In this event, the Supplier is solely and fully responsible for the completeness and accuracy of those details. The Company shall not be liable for incorrect details indicated by the Supplier, including where they result in payment of the Fee to a wrong payee. Where the Supplier elects to receive its Fee using a third-party payment method, the Supplier shall be responsible for such method, in particular for methods prohibited under laws or regulations regarding anti-money laundering or the financing of terrorism.
7.4 No conversion is made and no conversion charge applies where the Fee currency specified in the Assignment is the same as the payout currency selected by the Supplier. The Supplier hereby expressly agrees that the Fee currency specified in the Assignment can differ from that chosen by the Supplier. If the currencies differ, the Fee shall be converted to the currency selected by the Supplier immediately upon payment on the Arbonum Platform. In this context:
7.4.1 the said conversion shall be made using the exchange rates applied by the exchange services providers as of the relevant day, plus 3.5% – 7% of the amount of the Fee paid out. Information about exchange rates of the exchange services providers can be sent by the Company at the Supplier's request;
7.4.2 the Supplier shall bear all financial risks associated with the above conversion, including risks associated with possible currency fluctuations.
7.5 The Supplier agrees that it shall pay all taxes and fees that apply to the Fees and that the Company shall not be the Supplier's tax agent under this Contract.
7.6 The Supplier shall assume all risks related to the Fee payment option selected by it, such as fees of payment gateways, bank fees and other charges deducted by banks, payment gateways and other providers of payment methods of any kind.
8. SUPPLIER'S REPORTS
8.1 The Supplier's reports in the form of statements of account from the Arbonum Assignment and Fee Filing System shall be sent to the Supplier in electronic format only via the Personal Area. The reports will contain all Work performed and Services rendered during the Reporting Period, as well as the Fee paid for the Reporting Period.
8.2 Should the Supplier have any queries regarding the contents of the Report, it may ask a question via the Personal Area. If no comments or questions are received within 5 (five) days from the date of issuance of the Report, the Report shall be considered accepted by the Supplier in full.
9. SUPPLIER'S WARRANTIES AND AUTHORIZATIONS. INDEMNIFICATION
9.1 By accepting the terms hereof, the Supplier represents and warrants that:
9.1.1 the Supplier will always perform Work and provide Services of proper quality and on time, and where the Supplier engages Third Parties, that such Third Parties will perform Work and provide Services of proper quality and on time;
9.1.2 where Customers lodge claims against the Company referring to the quality of Work and/or Services, the Supplier undertakes to settle all such claims solely at its own cost and expense without involving the Company, as well as reimburse the Customer for all documented expenses incurred as a result of the performance by the Supplier of substandard Work or provision of substandard Services.
9A. COMPLIANCE AND SANCTIONS
9a.1 The Supplier represents and warrants that neither it, nor any of its directors, officers or beneficial owners, nor any Third Party engaged by it, is a person subject to economic or trade sanctions administered by the European Union, the United Arab Emirates, the United Nations Security Council, the United States or the United Kingdom, and that it is not owned or controlled by any such person.
9a.2 The Supplier undertakes not to involve any sanctioned person, or any person located in a jurisdiction subject to comprehensive sanctions, in the performance of this Contract.
9a.3 The Supplier represents that it is not, and shall not become, an organised crime group, a member or associate of such a group, a corporate racketeer or any equivalent anti-social force, and that it will not permit any such person to be involved in the performance of this Contract.
9a.4 The Supplier shall notify the Company without delay of any change in the circumstances covered by this Section. Breach of any representation or undertaking in this Section entitles the Company to terminate this Contract with immediate effect by written notice.
10. PERSONAL DATA
The Supplier's personal data are processed in accordance with the Personal Data Processing Policy, available at https://www.arbonum.com/privacy
11. MISCELLANEOUS
11.1 If any provision hereof is held to be invalid, unlawful or otherwise unenforceable, such provision shall be deemed severed herefrom as far as practicable, and the application of the other provisions shall continue as if such severed provision had been directly deleted from the Contract.
11.2 The Supplier may not assign, fully or partly, its rights or obligations hereunder to any third parties without prior written consent of the Company. The Company is entitled to assign its rights and obligations hereunder.
11.3 The Supplier may not enter into any transactions with third parties, including contracts, that adversely affect the Company's rights and interests.
11.4 The Parties hereby specifically agree that the relationship of the Parties hereunder is not, cannot be and under no circumstances will be construed as establishing or implying the existence of any other relations between the Parties, in particular a relationship of agency, partnership, employment relationship or joint venture.
12. DISPUTE RESOLUTION PROCEDURE
12.1 The Parties undertake to make every reasonable effort to ensure that any disputes, controversies or claims arising during the performance of obligations under this Contract are resolved through negotiations between the Parties.
12.2 If a claim is received from either Party, the Party receiving the claim shall consider it within fifteen (15) calendar days from receipt and make suggestions to the other Party as to the resolution of the claim via the Personal Area or by e-mail.
12.4 Should it prove impossible to reach agreement on dispute resolution within 45 (forty-five) days of the date of occurrence of the dispute, the concerned Party shall be entitled to recourse to courts in the Company's jurisdiction. This Clause does not apply where Clause A.2 applies.
13. FORCE MAJEURE
13.1 The Parties shall be released from performance of their obligations hereunder in full or in part if such default was caused by force majeure which the Parties could neither foresee nor prevent by reasonable means. The time for performance shall be extended by a period equal to the period of interruption.
13.2 The Party affected by force majeure is required to immediately notify the other Party, provide all available information on such circumstances and make every reasonable effort to mitigate the adverse effects.
13.3 The Party affected by force majeure is required to notify the other Party in writing no later than ten (10) calendar days after the occurrence. The notice shall include details on the occurrence and nature of the force majeure and its possible consequences. Documents issued by the competent authorities shall serve as evidence. In the event of failure to notify or untimely notification, a Party shall forfeit the right to refer to such circumstances as grounds exempting it from liability hereunder.
13.4 If the force majeure event persists for more than one month, the Parties shall agree on a further procedure for the performance hereof.
14. CONTRACT TERM, EFFECT AND TERMINATION
14.1 This Contract shall be in effect for ten (10) years from the date of signing hereof.
14.2 Either Party may unilaterally and extrajudicially terminate this Contract by sending a notice to the other Party using the Supplier's Personal Area on the Arbonum Platform at least thirty (30) calendar days prior to the intended date of termination. Upon termination, the Company shall pay the Supplier all unpaid amounts of the Fee for the Work performed and/or Services rendered within thirty (30) business days from the date of termination. The provisions of this Clause regarding the period for unilateral extrajudicial termination shall not apply in cases concerning the identification of unreliable or compromised details within the KYC Check referred to in Clauses 6.2.3 and 6.3.5.
14.3 All correspondence and notices between the Parties shall be made via the Arbonum Platform, or in writing and sent by registered mail with return receipt requested, by express mail or courier to the addresses known to the Parties. If a Party fails to receive a notice as it is not available at the known address, the notice shall be deemed received, and all related consequences shall be deemed to have taken effect, at the end of thirty (30) calendar days from the date of sending.
14.4 The Party whose address, bank or other details have changed shall immediately notify the other Party in writing. The Party which violated this condition shall bear the risk of the consequences. A Party that performed its obligation using the previous details prior to receiving notice shall be deemed to have duly performed it.
14.5 This Contract is governed by the laws of the Hong Kong Special Administrative Region. For matters not provided for in this Contract, the relationship of the Parties shall be governed by the same law.