Terms of Service

1. Acceptance of these terms

These Terms of Service (the "Terms") form a binding legal agreement between you and HK OSVERIR CO., LIMITED, a company incorporated in the Hong Kong Special Administrative Region ("OSVERIR", "we", "us" or "our"), concerning your access to and use of our corporate website at ruihengt.com (the "Website"), our mobile applications made available on the Apple App Store and Google Play (the "Apps"), and any professional services we provide under a separate signed agreement (each an "OSVERIR Service").

By downloading, installing, opening or otherwise using an OSVERIR Service, you accept these Terms and our Privacy Policy. If you do not accept these Terms, do not use the OSVERIR Services. If you use the OSVERIR Services on behalf of a company or other organisation, you confirm that you are authorised to bind that organisation, and "you" includes that organisation.

2. Eligibility and age

You must be at least 18 years old, or the age of majority in your jurisdiction, whichever is higher, to enter into these Terms or to use the OSVERIR Services. Our services are business services and are not directed to minors.

If you are below the age of majority and a parent or guardian has agreed that you may use an OSVERIR Service, that parent or guardian is the contracting party, accepts these Terms on your behalf, and is responsible for your use of the service. Where you are below the applicable data protection age threshold, we do not knowingly collect your personal information — see section 13 of our Privacy Policy.

3. Accounts and use of the app

3.1 Account registration

Certain features of the Apps require an account. You must provide accurate, current information, keep your credentials confidential, and notify us promptly if you suspect unauthorised access. We may suspend or terminate an account that we reasonably believe is used fraudulently, in breach of law, or to infringe the rights of another person.

3.2 Distribution through the app stores

The Apps are distributed through the Apple App Store and Google Play. Installation, download, updates, licensing and payment for app-store-hosted content are governed by the applicable store terms. We do not distribute the Apps directly as a downloadable package, and we may withdraw an app from a store at any time. Where you obtain the Apps through a third-party app store or a device-management profile, the terms of that store also apply to you.

3.3 Business functionality

The Apps allow authorised business users to place and track orders, view inventory, monitor supply chain milestones, review consulting engagements and investment plans, and manage wholesale and retail operations. Access is role-based: your permissions reflect the role assigned by your organisation's OSVERIR contact, and acting outside your permissions may invalidate a transaction.

4. Description of the services

OSVERIR provides the following business lines, all of which are reflected in the Apps:

1. Enterprise management consultation — operating model review, organisational design, governance and management reporting advisory.
2. Project planning — feasibility, project investment planning, budgeting, scheduling and procurement support.
3. Cross-border trade — route design, international trade structuring and carrier management.
4. Import and export of goods — import/export of various goods, customs documentation, inspection and delivery coordination.
5. Wholesale and retail of mechanical equipment, building materials and consumer goods — sourcing, distribution and channel supply.
6. Business agency — representation of manufacturers and principals, and commercial negotiation.
7. Exhibition service — trade fair representation and stand operations.
8. Technical information consultation — specification advice, datasheets and technical guidance for buyers.
9. Mobile management application — real-time orders, inventory, supply chain tracking, consulting dashboard, investment planning and wholesale and retail management, distributed on Google Play and the Apple App Store.

Specific scope, deliverables, timelines, fees and acceptance criteria for a professional engagement are set out in the written proposal, order form or service agreement for that engagement. In the event of a conflict between those documents and these Terms, the engagement document prevails for that engagement.

5. Licence and acceptable use

5.1 Licence granted

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to install and use the Apps on devices you own or control, and to access the Website, for your internal business purposes. These Terms are a licence, not a sale, of the Apps or the Website.

5.2 Acceptable use

You must not, and must not permit anyone else to:

• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Apps or the Website, except to the extent that restriction is prohibited by applicable law;
• copy, reproduce, modify, adapt, translate, publish or distribute the Apps, the Website or any part of them without our written permission;
• use the OSVERIR Services to upload or distribute malware, or to introduce any code designed to harm, disable or interfere with the service or any user's device;
• attempt to gain unauthorised access to any account, system or data, including by credential stuffing, brute force, or exploiting a vulnerability;
• scrape, crawl, harvest, or extract data from the Website or Apps at a rate that degrades the service, or use automated means to circumvent any access control;
• use the OSVERIR Services for any unlawful purpose, including in breach of sanctions, export controls, customs rules or anti-money-laundering requirements;
• misrepresent your identity or affiliation, or impersonate another person or organisation;
• transmit content that is false, misleading, defamatory, obscene, or infringes the rights of others;
• interfere with the operation of the service, including by overloading it, probing it for vulnerabilities without authorisation, or circumventing rate limits or billing controls;
• use trade marks, logos or brand elements of OSVERIR or of a third party in a way that suggests endorsement or affiliation that does not exist.

We may suspend or terminate access, and report suspected unlawful activity to the competent authority, where we reasonably believe these Terms have been breached.

6. Intellectual property

6.1 Our rights

The Website, the Apps, their software, designs, layouts, graphics, icons, illustrations, mascots, text, database content, trade marks, logos, documentation and underlying software are owned by OSVERIR or its licensors and are protected by copyright, trade mark and other intellectual property laws. All rights not expressly granted are reserved.

6.2 Feedback

If you send us suggestions, ideas, or feedback about the OSVERIR Services, you grant us a perpetual, irrevocable, royalty-free, worldwide right to use and exploit that feedback without restriction or attribution, provided we do not identify you publicly without permission.

6.3 Third-party content

Third-party content displayed in the Apps or on the Website — including product listings, manufacturer materials, photographs and trade fair information — remains the property of its respective owner and is used with permission or under the terms on which it was provided. Your use of that content is limited to use within the OSVERIR Services.

7. Purchases, fees, subscriptions and refunds

7.1 Professional service fees

Fees for advisory, trade, distribution and agency work are set out in the relevant written quotation, proposal or service agreement, and are invoiced according to the agreed schedule. Unless otherwise agreed, quotations are valid for 30 days. Amounts exclude applicable taxes, duties, customs charges, freight, insurance and third-party inspection or certification costs, which are passed through at cost unless expressly stated as included.

7.2 In-app purchases and subscriptions

Where the Apps offer paid features or subscriptions, purchases are made through the Apple App Store or Google Play and are subject to the store's billing terms. The price shown at the point of purchase is the price we charge, and applicable taxes are handled by the store. Payment is taken at the time of purchase and renews automatically at the disclosed interval until cancelled.

7.3 Refunds and cancellations

Refunds for app-store purchases are handled in accordance with the applicable store policy — the Apple App Store and Google Play refund process is the applicable route, and we will support your request. Where you cancel a subscription, access continues until the end of the current billing period, and we do not provide a pro-rata refund except where required by law, stated at the point of sale, or where the service was materially not provided.

7.4 Client obligations

You are responsible for ensuring that the information you provide for customs, import, export and agency documentation is accurate and complete. Where information you supply is incorrect, incomplete or late, and that causes delay, storage charges, demurrage, penalties or refusal of entry, you bear the resulting cost, except where the loss arose from our negligence.

8. Third-party services and advertising

8.1 App store operators

The Apps are hosted on the Apple App Store and Google Play. Those platforms are independent third parties and are responsible for their own services, including billing, content moderation and availability. Their terms of use and privacy policies apply in addition to these Terms.

8.2 Advertising

The Apps may display advertising supplied by third-party advertising platforms, including Google AdMob, Google Ad Manager, Meta Audience Network, Unity Ads, AppLovin, ironSource (LevelPlay), Vungle/Liftoff, Pangle (TikTok for Business), Mintegral, Chartboost, AdColony, InMobi, Amazon Ads, Digital Turbine, Smaato, Fyber, Ogury, Criteo, Teads, Moloco, PubMatic and Magnite. Advertising is served on the terms set out in our Privacy Policy, including personalised and non-personalised advertising, consent requirements, the Apple App Tracking Transparency prompt, and the Global Privacy Control signal.

Advertisements may promote third-party goods and services. We do not endorse and are not responsible for the content, accuracy, compliance or availability of any advertised product or service, or for any transaction you enter into with an advertiser. Any dealings between you and an advertiser are between you and that advertiser alone.

8.3 Other third-party services

The Apps link to or integrate with third-party services such as map providers, messaging, logistics tracking, payment and carrier systems. Those services are provided under their own terms and privacy policies, and we are not responsible for them. Links to external websites are provided for convenience and do not imply endorsement.

9. Disclaimers

To the maximum extent permitted by applicable law, the OSVERIR Services are provided on an "as is" and "as available" basis. We disclaim all express, implied and statutory warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted availability.

We do not warrant that:

• the Website or the Apps will be error-free, uninterrupted, or available at any particular time, or that defects will be corrected;
• any information provided through the Apps is complete, current, or free from error, although we take reasonable care in preparing it;
• the Apps will function on every device or operating system, or that older versions will continue to be supported;
• the results of a shipment, quotation, schedule or forecast shown in the Apps will be achieved — the underlying performance depends on factors outside our control, including carrier capacity, customs clearance and market conditions;
• content generated by the Apps constitutes legal, tax, customs or investment advice, or a recommendation to enter into any transaction.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

10. Limitation of liability

Subject to the exclusions above, and to the fullest extent permitted by applicable law, we are not liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, goodwill, anticipated savings, business opportunity, data or data loss, however arising and regardless of the legal theory, even if we were advised of the possibility of such loss.

Our total aggregate liability arising out of or in connection with the OSVERIR Services, and any professional engagement performed through them, is limited to the greater of: (a) the total fees paid by you to us under the applicable service agreement in the twelve months preceding the event giving rise to the claim; or (b) HK$100,000. This limit applies to each user and to all users collectively.

Because some jurisdictions do not allow the exclusion or limitation of certain liabilities, parts of this section may not apply to you. In such a jurisdiction, the liability is limited to the smallest amount that the law permits, and the exclusion of indirect loss applies only to the extent it is enforceable.

11. Indemnity

You agree to indemnify, defend and hold harmless OSVERIR, its officers, directors, employees and agents from and against any third-party claim, damage, loss, cost or expense (including reasonable legal fees) arising out of or in connection with: your use of the OSVERIR Services in breach of these Terms; your violation of any law or third-party right; information you supply that is inaccurate or misleading; your engagement in unauthorised access or harmful activity; or your breach of a separate service agreement.

This indemnity does not apply to the extent the claim arises from our own negligence, wilful misconduct or breach of these Terms.

12. Termination

You may stop using the OSVERIR Services at any time and may request deletion of your account by emailing support@ruihengt.com. We may suspend or terminate your access, with or without notice, where we reasonably believe that you have materially breached these Terms, that your use creates a security or legal risk to us or to another user, or that continued provision is required by law.

Where a paid subscription is terminated by us, we will provide a pro-rata refund of the unused period unless the termination results from your material breach. On termination, your right to use the Apps and the Website ends immediately, but sections 6, 9, 10, 11, 13, 15, 16, 17 and 18 survive, together with any terms that by their nature are intended to continue.

13. Governing law and dispute resolution

13.1 Governing law

These Terms and any dispute arising out of or in connection with them are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Jurisdiction and arbitration

Any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, that cannot be resolved by negotiation between us and you within 30 days of written notice of the dispute, shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its then-current Administered Arbitration Rules.

The seat of arbitration shall be Hong Kong. The tribunal shall consist of one arbitrator unless the parties agree in writing to three. The language of the arbitration shall be English. The arbitration proceedings, including any award, shall be confidential, and each party shall keep them confidential except to the extent required to enforce the award or as required by law, a regulator or a stock exchange.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction in Hong Kong or elsewhere to preserve the status quo pending arbitration, or prevents us from reporting suspected unlawful activity to the competent authority.

13.3 Class action waiver

To the fullest extent permitted by law, you and we waive any right to participate in a class, group or representative action arising out of or relating to the OSVERIR Services. You may bring proceedings individually or in a group only with our written consent.

14. International and export compliance

The OSVERIR Services are used in connection with cross-border trade, import and export of goods, wholesale and retail distribution, business agency and exhibition service. Accordingly:

• You are responsible for ensuring that your use of the OSVERIR Services complies with applicable sanctions, embargoes, export control and denied-party lists, and with applicable customs, tax, labelling and product-safety rules in every jurisdiction involved in your transaction.
• We screen parties and shipments against applicable sanctions and restricted-party lists as part of our compliance process, and we may suspend, decline or terminate a transaction where a match is identified, or where we are required to do so by law. Where we are unable to establish that a transaction is lawful, we will not proceed with it.
• You will provide complete and accurate documentation, including end-use declarations, origin certificates, licences and permits, and will not ask us to falsify, misdescribe or omit any information in shipping documents.
• You will comply with any applicable anti-bribery, anti-money-laundering and counter-trade sanctions requirements, and will not request that we make a payment or provide a facilitation payment to a public official.
• We may disclose information to, or cooperate with, competent authorities in relation to customs, tax, sanctions and trade-control enquiries, as required by law.

15. App store terms prevail

These Terms are between you and OSVERIR only. Your use of the Apps is also governed by the Apple Media Services Terms and Conditions and App Store Terms of Use, or the Google Play Terms of Service, as applicable. Where a provision of these Terms conflicts with a provision of the applicable app store terms in relation to your use of the Apps, the app store terms prevail and the conflicting provision of these Terms does not apply to that use.

We are not an Apple or Google authorised reseller and are not responsible for the content or availability of any third-party app that you may obtain through a store, including any app offered in connection with an OSVERIR Service.

16. Changes to these terms

We may revise these Terms from time to time, in whole or in part, by posting an updated version on the Website and, where the change is material, by providing notice in the Apps or by email to registered users. The revised Terms take effect from the date stated at the top of this document, or from the date of the notice where we give one. Your continued use of the OSVERIR Services after the effective date constitutes acceptance of the revised Terms.

Where the change materially reduces your rights, we will give you at least 30 days' notice and, where the law requires it, an opportunity to terminate and receive a pro-rata refund of any prepaid subscription.

17. Severability, entire agreement, assignment and waiver

17.1 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remaining provisions continue in full effect.

17.2 Entire agreement

These Terms, together with our Privacy Policy and any service agreement, quotation or order form that expressly refers to them, constitute the entire agreement between us in relation to the OSVERIR Services and supersede all prior or contemporaneous understandings, whether written or oral, including any previous version of these Terms.

17.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate, to a successor in connection with a merger, reorganisation or sale of assets, or in connection with a change of control, by posting notice on the Website.

17.4 Waiver and failure to enforce

A failure or delay by us to enforce any right or provision of these Terms does not constitute a waiver of it, and does not prevent us from subsequently enforcing that right or provision. A waiver given on one occasion is not a waiver on any other occasion.

17.5 Third-party rights

A person who is not a party to these Terms has no right to enforce any of its terms, except where the law otherwise permits a person to rely on an exclusion or limitation of liability.

18. Contact us

If you have any question about these Terms, or wish to exercise a right under them, contact us using the details below. You can also read our Privacy Policy, which explains how we handle personal information in connection with the Website and the Apps.