1.1. In these GTCs, the following terms shall be given the following meanings:
“Affiliate” means Wombas or any legal entity in which Customer or Wombas, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
“Agreement” means an Order Form and documents incorporated into an Order Form.
“Wombas” means WOMBAS LIMITED, a company incorporated under the laws of Hong Kong, whose registered number is 77391298 and whose registered address is at Winning Commercial Building, 46-48 Hillwood Road, Tsim Sha Tsui, Kowloon.
“Confidential Information” means
“Customer” means the person (natural or body corporate) that entered into an agreement with Wombas comprising these GTCs
“Customer Data” means any content, messages, data and/or information that Customer delivers or uploads to the Wombas Network or to a Service or provides via a Service. Customer Data and its derivatives will not include Wombas’s Confidential Information nor any usage data that arises or Wombas generates in the supply of the Service.
“Data Controller” means given to it in the GDPR.
“Data Processor” means given to it in the GDPR.
“Data Processing Agreement” is the Data Processing Agreement (“DPA”) applicable on the Services, and of which the most recent version can be found at www.Wombasinvest.ou
“Data Protection Law” means the relevant laws and other regulations applicable to the collection, use, storage, disclosure or otherwise processing personal data (such as but not limited to and as far as applicable the General Data Protection Regulation or the “GDPR”).
“Documentation” means Wombas’s then-current technical and functional documentation as well as any service descriptions and roles and responsibilities descriptions, if applicable, for the Service which is made available to Customer with the Service.
“Excluded Event(s)” means any of the following: (i) a fault in, or any other problem associated with, systems not operated or managed by Wombas; (iii) any breach of the Agreement by the Customer or a third-party within the Customer’s direct control or any third party supplier to the Customer; (iv) any act by the Customer which interferes with or impedes the supply and support of the Service; (v) any suspension of the Service in accordance with the terms of the Agreement; or (vi) any other circumstances caused by events for which Wombas is not liable in accordance with the terms of the Agreement.
“General Data Protection Regulation” or “GDPR” the General Data Protection Regulation (EU) 2016/679.
“Indemnity” means any section within an Order Form, Supplement or GTC identified as an indemnity.
“Intellectual Property Rights” means copyrights, database rights, patents, trademarks, trade secrets, and all other intellectual property and proprietary information rights.
“Order Form” means the ordering document for a Service, or other means of requesting a Service, that references the GTC.
“Personal Data” information about an individual that is defined as “personal data” within the DPA and applicable Data Protection Law.
“Service” means any distinct service or services that Wombas provides pursuant to an Order Form.
“Wombas Network” means the digital networks, server(s), hardware, software and/or any equipment that Wombas owns, operates or leases in connection with the supply of the Service.
“Supplement” means the Supplemental Terms and Conditions that apply to the Service.
“Term” means the term identified in the applicable Order Form, including all renewals.
2.1. Subject to the terms of the Agreement, Wombas will make the Service available to Customer.
2.2. Wombas grants to Customer a non-exclusive and non-transferable right to use the Service as permitted under the Agreement solely for the Customer’s lawful internal business operations.
2.3. With respect to the Service, Customer shall not:
2.4. The Service may include integrations with third-party services subject to their own terms.
2.5. Wombas may provide test accounts/services under certain conditions and may withdraw them at any time.
3.1. Wombas may monitor use of the Service as permitted by law and to ensure compliance.
3.2. Customer shall provide information as requested by Wombas for compliance checks.
3.3. Customer shall comply with Wombas’s usage guidelines and policies.
3.4. Wombas may use measures to identify and prevent fraud. Customer is responsible for preventing fraudulent use of its account.
3.5. Each Party will comply with all applicable laws and regulations.
4.1. Wombas may suspend the Service for various reasons, including compliance with law, maintenance, threats to network integrity, suspected fraud, legal liability, non-payment, or inability to provide Service due to third-party issues.
4.2. Wombas will inform Customer of suspension and resume Service when appropriate. Customer may be liable for costs in resuming Service.
5.1. Wombas provides access and support for the Service as described in the Order Form.
5.2. Wombas may modify the Service and will inform Customer accordingly.
5.3. If modifications adversely impact Customer’s use, Customer may terminate the affected Service with notice.
5.4. Wombas is not liable for failures caused by Excluded Events.
6.1. Customer must comply with all laws and regulations in using the Service and obtaining necessary rights and consents.
6.2. Customer grants Wombas the right to use Customer Data to provide and improve the Service.
6.3. Messages sent via Wombas Services are deemed authorized by Customer.
6.4. Customer is responsible for Personal Data compliance.
6.5. Customer must cooperate with Wombas’s support efforts.
6.6. Customer is responsible for its own equipment, security, and backup arrangements.
7.1. Customer will pay fees as stated in the Order Form. Late payments may incur interest.
7.2. Fees are based on Wombas’s logs. Invoices are final unless disputed within 30 days.
7.3. Omission or delay in invoicing doesn’t waive Wombas’s right to payment.
7.4. Fees exclude taxes; Customer is responsible for applicable taxes.
7.5. Wombas may set-off any owed sums against amounts owed to Customer.
8.1. Term is as stated in the Order Form.
8.2. Either party may terminate for material breach after notice and cure period, or if the other becomes insolvent.
8.3. Wombas may terminate if relationships with third parties end or legal restrictions arise.
8.4. Wombas may limit termination in scope where possible.
8.5. Upon termination, Customer’s rights end, fees due must be paid, and Confidential Information returned or destroyed.
8.6. Certain clauses survive termination.
The Service is provided "as is" and without any warranties except as explicitly stated. Wombas does not guarantee uninterrupted or error-free operation.
10.1. Wombas defends Customer against certain third-party infringement claims and indemnifies Customer under conditions stated.
10.2-10.8. Wombas’s indemnification obligations are limited, and Customer must cooperate with Wombas. This section provides the sole remedy for third-party claims.
11.1. Certain liabilities cannot be limited by law.
11.2. Liability is capped at EUR 10,000 in any twelve-month period for all events combined.
11.3. No liability for certain types of losses (profits, business, revenue, etc.).
11.4. No liability for free services.
Wombas retains all IP rights to the Service. Customer retains its rights in Customer Data. Feedback is owned by Wombas.
13.1. Parties must protect each other’s Confidential Information.
13.2. Upon request, Confidential Information must be returned or destroyed.
13.3. Exceptions to confidentiality apply if information is already public, independently developed, or required by law.
14.1. Wombas is an independent Data Controller for certain data. Where Wombas processes data on Customer’s behalf, the DPA applies.
14.2-14.6. Both parties comply with Data Protection Laws. Customer must have all required consents. Wombas may retain Customer Data as needed for legal or business reasons.
15.1. Invalid provisions do not affect the rest of the Agreement.
15.2. Waiver of breach is not waiver of subsequent breaches.
15.3. Electronic signatures are binding.
15.4. Export and import controls apply.
15.5. Notices are in writing and may be given electronically.
15.6. No assignment by Customer without Wombas’s consent.
15.7. Wombas may subcontract. Wombas is responsible for subcontractors.
15.8. The parties are independent contractors.
15.9. No third-party beneficiaries unless stated.
15.10. Force majeure events excuse delays.
15.11. Parties comply with anti-corruption laws.
15.12. Customer complies with export control and sanctions laws.
15.13. Governed by Hong Kong law; exclusive jurisdiction of Hong Kong courts.
15.14. The UN Convention on Contracts for the International Sale of Goods does not apply.
15.15. This Agreement is the entire agreement between the parties, superseding all prior agreements.