1.1 Compliance with Laws and Regulations: You agree to comply with all applicable laws and regulations while using the Platform and providing your services.
1.2 Prohibited Use: Without our express written permission, you may not engage in any of the following prohibited activities:
(a) Access, monitor, or copy any content or information on the Platform using any automated means or manual process for any purpose.
(b) Violate any robot exclusion headers on the Platform, bypass or circumvent measures employed to prevent or limit access to the Platform.
(c) Take any action that may impose an unreasonable or disproportionately large load on our infrastructure.
(d) Deep-link to any portion of the Platform for any purpose.
(e) “Frame,” “mirror,” or otherwise incorporate any part of the Platform into any other website.
BUSINESS AND RESPONSIBILITY
2.1 The types of services offered by the Service Provider on the Platform shall be determined and agreed upon by You and the Company. Meanwhile, the Service Provider shall have the liberty to determine the service fee for their services (“Service Fee”) subject to the pricing guidance as determined by the Company from time to time, including any discount and/or free trial.
2.2 The Service Provider shall be responsible for and pay for their own insurance policy, including professional liability insurance if applicable.
2.3 The Company shall be responsible for:
Managing and administering the Platform.
Accepting payment from Users, accounting and administration functions of the Business, which include the preparation of payment to the Service Provider and maintaining proper books and records.
Maintaining the Platform.
Formulating and executing marketing plans for the Platform.
2.4 For the sake of clarity, the Company shall not be involved in or participate in any services or activities provided by the Service Provider.
2.5 The Service Provider shall:
Submit their available timeslot for appointments with Users (if applicable).
Contact Users once an order is placed (if specified).
Deliver the confirmed activity or service Users purchased via the Platform.
Provide their service professionally and up to their professional standards.
Be responsible for observing and complying with the code of ethics or any similar guidance of their own respective professional authority or maintaining any license/qualification required for the purpose of providing their services.
Provide all documents and evidence at the request of the Company for the purpose of verifying qualifications and assessing the suitability of the Service Provider upon reasonable notice given by the Company at any time during the term of this Agreement.
Immediately inform the Company of any changes to their qualifications and other information as represented herein.
Protect their login credentials and keep them secure and safe, and not share their login credentials with any third party. The Service Provider shall be fully responsible for any activities conducted using their account, whether or not such activities come to their knowledge.
Not engage in any activities that may bring the Company into disrepute or that are not in the best interest of the Company and the Users.
The Service Provider shall be solely responsible for the content they post on the Platform and the services they provide. Just A Moment does not endorse or control the content posted by service providers and disclaims all liability in connection with such content.
3.1 This Agreement shall commence on the date of this Agreement and shall continue to be in full force for one month unless terminated in accordance with Clause 8 of this Agreement (the “Term”). The Term shall be automatically renewed for a further one month unless either Party gives notice of non-renewal 30 days prior to the expiration of the Term.
3.2 CHANGES TO THESE TERMS
We may revise or update these Terms from time to time. All changes are effective as soon as they are posted. Your continued use of the Site following the posting of revised Terms constitutes your acceptance and agreement to be bound by the revised Terms. These Terms are current as of the date listed at the top of the page.
4.1 The Company shall be entitled to charge an administration fee equal to 30% of the revenue generated from the activities or services provided by the Service Provider on the Platform for the administration and maintenance work of the Platform of the Company. For the avoidance of doubt, the administration fee is chargeable once an order is confirmed or placed by the User and the Service Provider, regardless of whether such activities or services are conducted and fulfilled or whether payment is refunded due to default of the Service Provider. The Company reserves the right to adjust the amount of commission for any month no later than 3 months after such adjusting events take place.
4.2 Service Fee and Administration Fee are calculated on a monthly basis, and the Service Fee is payable on the 10th day of the following month to the Service Provider, net of the Administration Fee. In the event that the Service Provider provides voluntary service, the Service Fee is payable on the 10th day of the following month to a charity organization as a donation upon mutual agreement.
5.1 Both Parties shall use their best efforts to keep confidential any information in this Agreement or any information acquired in relation to the Business Plan and any information disclosed to the other party pursuant to this Agreement. They shall not disclose such information to any third party (except for their professional advisors) without the written consent of the disclosing party during the course of this Agreement or at any time thereafter.
5.2 The Parties further agree and acknowledge that they shall observe and comply with the rules in relation to the protection of medical and/or conversation records of Users and shall not disclose or transfer such records to any person without the explicit consent of the User.
5.3 Both Parties shall use their best efforts to ensure that their employees, officers, and agents comply with the duty of confidentiality described above.
Please note that the above document has been tidied up and formatted. Any typos or errors in the original text have been corrected to the best of my ability.
DISCLAIMER OF WARRANTIES
6.1 Platform “As Is”: THE PLATFORM IS PROVIDED “AS IS” WITH ALL FAULTS AND DEFECTS, WITHOUT ANY WARRANTIES OF ANY KIND. JUST A MOMENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JUST A MOMENT DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED.
6.2 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUST A MOMENT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM, EVEN IF JUST A MOMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.1 This Agreement may be terminated at any time by serving notice in writing on the other party for not less than 30 days. In any event, the Service Provider shall fulfill all reserved and confirmed service or activity orders notwithstanding the termination of this Agreement.
7.2 Upon the service of termination notice, the Company shall remove the Service Provider from the list of available activities, services, and service providers published on the Platform of the Company, and no more orders with the Service Provider shall be made available.
7.3 Either of the Parties to this Agreement may terminate this Agreement immediately by giving notice in writing to the other party in any of the following circumstances:
If the other party has committed a material breach of any of its obligations under this Agreement and has not remedied such breach within 30 days after obtaining written notice from the other party of the breach and instructions to remedy it. b. If the other Party becomes subject to a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors. c. If the other party (being a company) goes into liquidation, becomes insolvent, has a receiver appointed in respect of all or any part of its assets or undertaking, or is unable to pay its debts when due (except for the purposes of amalgamation or reconstruction in such a manner that the new company agrees to be bound by the obligations of the other party under this Agreement); or d. If the other party ceases to have the ability or qualification to carry out its obligations under this Agreement.
7.4 Termination of this Agreement does not affect the terminating party’s rights (either pursuant to this Agreement or otherwise) regarding any breach of this Agreement by the defaulting party which as of the date of termination has not been remedied by the defaulting party.
7.5 All obligations of the parties hereto which expressly or by their nature intended to survive the termination or expiration of this Agreement will continue in full force and effect notwithstanding the termination or expiration of this Agreement.
INDEMNITY AND LIABILITY
8.1 The Service Provider shall fully indemnify the Company, its employees, and agents from and against all losses which they may suffer and all actions, demands, claims, and costs which may be made against it arising out of either defaulting party or its respective employees, or its respective agents’ breach of this Agreement, negligence, omission, defaults, misconduct unless such losses, actions, demands, claims, or costs are attributable to the negligence of the defaulting party.
8.2 The Company expressly disclaims any liability in relation to negligence, and the Service Provider is solely responsible for any counseling services provided to the User, including any such professional judgment and the actual administration of services or activities unless it is a consequence of the negligence of the Company and its employee.
NO PARTNERSHIP OR AGENCY
9.1 Nothing in this Agreement shall have the effect of constituting either party as an agent of the other, and neither is authorized to make any representation nor incur any obligation of any kind on behalf of the other party, nor to bind the other party in any way. This Agreement shall not be construed as creating any employer-employee relationship, nor does any partnership or agency agreement exist between the parties.
TRADEMARK AND INTELLECTUAL PROPERTIES
10.1 The Company shall own the brand name, trademark, copyrights, or other similar proprietary rights of the Business. The Service Provider shall not make use of the trademark or brand name of the Company for his own business or any other event without the prior consent of the Company.
10.2 The Company also owns the intellectual property rights conferred in the Platform and any of the marketing material, including any video, post, articles, pictures, or any other media published on the Platform, webpage design, and layout. Service Providers shall not use any of these materials for their own business without the prior consent of the Company.
10.3 Data generated from the Business, including but not limited to personal details of the User, review and feedback from User, patronage pattern, and any business or financial analysis, shall be the sole property of the Company and may not be copied, distributed, or disclosed to any third party unless authorized, in writing, by the Company. In the event that the Service Provider is obligated to keep the record of User, the Service Provider shall not use such records for any purpose other than that of this Agreement.
11.1 Neither party shall have the right to assign, divest, or otherwise delegate or purport to transfer any of its rights and obligations under this Agreement without the prior written consent of the other party.
12.1 No failure or delay by either party in exercising any right, power, or privilege to which it is entitled shall operate as a waiver, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise.
12.2 For the avoidance of doubt, any waiver of any breach of the Agreement by either party shall not be construed as a waiver of any subsequent breaches of that same or any other provision.
13.1 If, at any time, any one or more of the provisions in this Agreement is or are deemed to be invalid, illegal, unenforceable, or incapable of performance in any respect, the validity, legality, enforceability, or performance of the remaining provisions of this Agreement shall not be affected.
14.1 All agreements and obligations herein contained shall be in substitution for and shall supersede all and any previous agreements or understandings, oral or written, between the parties with respect to the subject matter hereof.
15.1 A party will notify the other immediately if it is affected by Force Majeure. Force Majeure means any circumstances not foreseeable at the date of this Agreement and not within the reasonable control of the party in question, including, without limitation, industrial action, destruction of premises or equipment, governmental action, civil disorder or war, fire, earthquake, or other natural disaster.
15.2 A party shall not be deemed to be in breach of this Agreement or otherwise liable to the other party for any non-performance or delay in performance of any of its obligations under this Agreement if the same is attributable to a Force Majeure and it has informed the other party thereof. In such a case, the time for performance by the affected party of its obligations shall be postponed.
16.1 Any notice or other information required or authorized by this Agreement to be given by either party to the other may be given by hand or sent (by registered post or electronic mail) to the other party at its address referred to in the preamble of this Agreement.
16.2 Any notice or other information served pursuant to Clause 16.1 shall be deemed to have been served when delivered by hand at the time of delivery and, when sent through the post, three days after the date of posting, and when sent by email on the date of transmission.
17.1. This Agreement shall be governed and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) and the Parties irrevocably submit to the exclusive jurisdiction of the Hong Kong courts.
By using the Platform as a service provider, you acknowledge that you have read, understood, and agree to be bound by these Terms.