Agreement

The wording below sets out the terms and conditions on which VRCN Limited of Room 1618A, Tower 2, Moko, 193 Prince Edward Road West, Mongkok, Kowloon, Hong Kong [company registration number 1385037] (us, we or our in terms and conditions) provides certain assistance to persons, organizations or companies in the area of security-related services (“Services”).

We provide the Services through online platform (“Platform”), by referring independent contractor(s) who provide security-related services to customers (“Referral Service”). Our services are aimed at customers, who are located in, operate from, or trade in Hong Kong. You or your shall mean the person, organization or company who enters into a contract for the provision of Referral Services, subject to these terms and conditions (“Agreement”).

1 Provision of the Service over the Platform

1.1 If you have chosen to purchase the Referral Service through our Platform then you will need to:

1.1.1 prepare a written Recruitment Notice of the qualification and/or requirement of the position required in order for us to provide the Referral Service (“Recruitment Notice”);

1.1.2 comply with the requirements as to what information we require you to provide to us (as well as, e.g. the length of the Recruitment Notice you may submit, acceptable formats in which the Recruitment Notice can be submitted); and

1.1.3 submit the Recruitment Notice to us only in the specified way in order to receive the Referral Service.

1.2 We will provide you the Referral Service through our Platform subject to:

1.2.1 you having joined our Membership by making payment of Access Fee and made payment for the Referral Service in the amount set out in our Platform;

1.2.2 the Recruitment Notice you have provided complying with the requirements of clause 1.1;

1.2.3 the Referral Service only being provided through our Platform after you placed an order for the Referral Service and complied with requirement as provided herein;

1.2.4 the limitation set out in clause 1.4 (as well as the limitations and exclusions set out elsewhere in this Agreement).

1.3 Our aim is, subject to you complying with the other provisions of this clause 1, to provide you with right to access our Platform for the purpose of placing your Recruitment Notice after the receipt of your payment of Access Fee and right to view a list of independent contractor(s) who can provide security-related services (“Referral List”) for matching the nature of the qualification and/or requirement set out in the Recruitment Notice after the receipt of your Recruitment Notice and your payment as set out in our Platform.

1.4 The Referral Service is subject to the following limitations:

1.4.1 The Recruitment Notice which does not comply with the minimum wage as required from time to time under the Minimum Wage Ordinance Cap.608, Laws of Hong Kong SAR.

1.4.2 We may decide at our sole discretion that:
(a) the Recruitment Notice is too complex; or
(b) the qualification and/or requirement included in the Recruitment Notice are insufficient, too complex, not detailed enough or otherwise deficient; or
(c) the Recruitment Notice does not allow us to match any independent contractor(s) from the database; or
(d) the Recruitment Notice is outside the areas of security-related services; or
(e) for some other reason we do not wish to provide a Referral List;
and consequently we may not provide a Referral Services and assistance to you.

1.5 You acknowledge and agree that in purchasing the Referral Service:

1.5.1 you may not receive a Referral List (for any of the reasons set out in clause 1.4);

1.5.2 any Referral List will only be based on the information you have provided in the Recruitment Notice;

1.5.3 the Referral Service is not suitable for, or to be used, in situations where:
(a) urgent assistance is required; or
(b) immediate action is required on your or someone else’s part.

1.6 If we are unable or decide not to provide Referral List, then at our option, we will not:

1.6.1 refund that payment you have made for the Referral Service; or

1.6.2 provide any reasons why we have not provided Referral List; or.

1.6.3 set out the specific reasons why the information contained in the Recruitment Notice does not enable us to provide the Referral List.

1.7 The purchase of the Referral Service is subject to the following limitations:

1.7.1 in providing the Referral Service we will only be responsible for extracting a list of independent contractor(s) who can provide security related service and using that information to compile the Referral List to you through our Planform;

1.7.2 any advice or assistance in relation to the problem, qualification or requirement set out in the Recruitment Notice will not be provided by us;

1.7.3 we will not be responsible for contacting any independent contractor(s) on the Referral List or entering into a contract on your behalf with them;

1.7.4 we do not accept responsibility for the contents of your Recruitment Notice nor does it endorse any offer made by you by publishing your Recruitment Notice on our Platform;

1.7.5 we do not supply, agree to supply or hold out as supplying individual or independent contractor(s) to do security work for another person for reward.

2 Placing your order and acceptance

2.1 When you join our Membership or place your order for our Referral Services it is an offer by you to enter into a legal contract with us.

2.2 We and you will only enter into a binding contract when you receive a notification email from us that we have accepted your Membership or your order for Referral Services that a binding contract exists from the date and time specified in the notification.

3 Payment for Access Fee, Referral Fee and Deposit

3.1 You need to join our Membership and pay us an Access Fee before using our Platform or purchasing our Referral Services.

3.2 The Access Fee is a charge for using our Platform (“Access Fee”). The Access Fee is charged annually and renewable for every 12 calendar months at our discretion.

3.3 After payment of the Annual Access Fee, you will assign a Member Code for placing your Recruitment Notice through our Platform. You are also entitled to view the Referral List through our Platform for the purpose of matching the nature of the qualification or requirement set out in the Recruitment Notice.

3.4 Once any independent contractor(s) who can provide security-related services in the Referral List is successfully matched with your Recruitment Notice placed for Referral Service, we will also charge you for the Referral Fee (“Referral Fee”) and then the Referral Fee will be deducted from the amount of Deposit paid in advance by you.

3.5 The prices for the Access Fee, Charges for Referral Fee and amount of Deposit are located on the [Access fee, Referral Fee and Deposit] page of our website.

3.6 The Access Fee, Referral Fee and Deposit must be paid for in advance and can only be made with the use of a credit or debit card.

3.7 Where we have matched an order for the Referral Service, we are entitled to the Referral Fee and deduct the Referral Fee from the Deposit even though the job is subsequently cancelled or has not been performed by the independent contractor(s) for whatever reason.

4 Information on our Website/Platform

Data and material on our Website/Platform (“Web Information”) which is to be found on our website/platform to which you have access is subject to the following limitations:

4.1 the Web information is provided only for you to obtain a general understanding of the topics and issues to which it relates;

4.2 the Web information is not be relied upon or utilized by you to help you or advise or assist you with any problem or issue you are having. Moreover, the Web Information must not form the basis on which you decide to take no action or not to do something;

4.3 the Web Information may not be up to date or provide all the relevant material or data concerning the topic or issues it addresses;

4.4 the Web Information may not be copied by you or provided to any other person by you, except that you may print to a printer or download one copy of the Web Information to store on your own [personal] computer for subsequent reading by you. However, you may show the Web Information you have copied, downloaded or printed to a person or organization who is providing you with advice and assistance;

4.5 you will only search or otherwise access or view the Web Information through a standard internet browser (such as FireFox, Internet Explorer, Safari or Opera). In particular, you will not use any software or device to copy, transfer or download complete or partial parts of the Web Information or our website (text, code, software, graphics etc.) to enable you or another person to run our website.

5 Other provisions

The terms and conditions of use of our website/platform, our data protection policy and copyright notices (Other Provisions) shall be incorporated into these terms and conditions and shall be equally binding on you when you enter into a contract with us.

6 Termination

6.1 We may terminate this Agreement where you are:

6.1.1 in substantial breach of the provisions of this Agreement; or

6.1.2 in breach of the Personal Data (Privacy) Ordinance Cap.486 Laws of Hong Kong SAR;

6.1.3 in breach of the Ordinances related to Intellectual Property including but not limited to Patent Ordinance Cap. 514, Registered Designs Ordinance Cap. 522, Copyright Ordinance Cap.528 & Trade Marks Ordinance Cap.559 Laws of Hong Kong SAR; or

6.1.4 in breach of Employee Compensation Ordinance Cap.282 Laws of Hong Kong SAR; or

6.1.5 in breach of the Other Provisions.

6.2 We may also terminate this Agreement where we decide to withdraw this website/platform (whether on a temporary or permanent basis) or decide no longer to permit access to the website/platform by you (by use of passwords or changes of passwords or by any other means). In such cases, where you have paid for any Referral Service and have not received the Referral Service you have paid for, we may either:

6.2.1 return any amounts you have paid; or

6.2.2 complete performing the Referral Service which remain unperformed.

6.3 Upon the expiry or termination of this Agreement, for whatever reason, you shall have no further right to use our website/platform. You shall return to us all confidential information, in whatever form or nature, and make no further use thereof.

7 Exclusion of liability

7.1 We have no duty, obligation or liability to comply with any provisions under Security and Guarding Services Ordinance Cap.460. You are required to comply with all the provisions under Security and Guarding Services Ordinance Cap.460, Laws of Hong Kong SAR.

7.2 You acknowledge that the purpose of the independent contractor to provide the security-related services is to reduce the risk of damage to the properties or assets. Accordingly, you acknowledge that the independent contractor does not, and cannot, guarantee the security of the properties or assets and that nothing in this Agreement shall be interpreted as a warranty to that effect. You are therefore advised to take out proper insurance coverage on the properties and assets for own protection and benefit.

security-related services is to reduce the risk of damage to the properties or assets. Accordingly, you acknowledge that the independent contractor does not, and cannot, guarantee the security of the properties or assets and that nothing in this Agreement shall be interpreted as a warranty to that effect. You are therefore advised to take out proper insurance coverage on the properties and assets for own protection and benefit.

7.3 We shall not be liable to you in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of whatsoever nature incurred or suffered by you of an indirect or consequential nature, nor for any economic loss or other loss of turnover, profits, business or goodwill.

7.4 Without prejudice to the generality of the foregoing provisions of this clause 7, and by way of illustration only, we shall not be liable for the following losses or liability you may suffer or face caused by your reliance or use of the Referral Service (or by not relying on or not using our Referral Service, or by your using or relying on it in a reasonable way):

7.4.1 your missing a deadline;

7.4.2 you (or someone on your behalf) suffering loss by reason of inaccuracy or incompleteness of any information or data provided to you;

7.4.3 you suffering a business loss or being unable to undertake any business activity;

7.4.4 a third party making a claim against you; or

7.4.5 a government or regulatory authority imposing a fine, penalty or obligation on you.

8 Insurance

We have advised the independent contractor to obtain and maintain appropriate insurance in relation to the performance of the security related services including insurance against claims for injury sustained by them in the course of carrying out the security related services and, unless such injury is due to your act, neglect or default or your agent, shall indemnify the independent contractor against all actions, claims and demands in respect of such injury. You are therefore advised, at your own expenses, to take out proper insurance coverage for your own protection and benefit including but not limited to employee compensation and personal injury liability insurance in connection with any security-related services as provided by the independent contractor(s).

9 Confidentiality

You acknowledge that during the performance of the security-related services, the independent contractor(s) or organizations or companies, may, from time to time, have access to confidential information belonging to you. The concerned parties shall procure that its officers shall, keep your confidential information confidential and secret and we have no any liabilities arising thereof.

10 Data protection

You shall comply with all applicable data protection legislation and regulations in force and any modifications or re-enactments of them for the time being in force.

11 General

11.1 Amendments

This Agreement may only be amended in writing signed by duly authorized representatives of both of us.

11.2 Assignments

Subject to the following sentence, neither you nor we may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of the rights and obligations under this Agreement without the prior written agreement of the other party. Either you or we may, however, assign and transfer all the rights and obligations under this Agreement to any person to which you or we transfer all of our business, provided that the assignee undertakes in writing to the non-assignee to be bound by the obligations of the assignor under this Agreement.

11.3 Entire agreement

This Agreement contains the whole agreement between us and you and supersedes and replaces any prior written or oral agreements, representations or understandings between us and you [relating to the area of security-related services]. We and you each confirm that we have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

11.4 Waiver

No failure or delay by us in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

11.5 Agency, partnership etc.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between us other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, not represent that it has, any authority to make any commitments on the other party’s behalf.

11.6 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

11.7 Force majeure

understandings between us and you [relating to the area of security-related services]. We and you each confirm that we have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

No failure or delay by us in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between us other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, not represent that it has, any authority to make any commitments on the other party’s behalf.

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

We shall have no liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of us. 10

11.8 Law and jurisdiction

The validity, construction and performance of this Agreement shall be governed by Laws of Hong Kong Special Administrative Region and shall be subject to the [non-]exclusive jurisdiction of the Hong Kong SAR courts to which you and we submit.

11.9 Third parties

The validity, construction and performance of this Agreement shall be governed by Laws of Hong Kong Special Administrative Region and shall be subject to the [non-]exclusive jurisdiction of the Hong Kong SAR courts to which you and we submit.

For the purposes of the Contracts (Rights of Third Parties) Ordinance Cap.623, Laws of Hong Kong SAR and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.