General Terms and Conditions

Note:

In the event of the Customer is the existing Customer of BOXS under the BOXS POS Solutions Agreement was entered into between the Customer and any one of BOXS entities, the Customer may be subject to the following documents, including any amendment, variation or supplement of such documents:

1. This BOXS POS Solutions Agreement, is duly signed by the Merchant and BOXS;
2. General Terms and Conditions of BOXS POS Solutions Agreement;
3. Additional Terms and Conditions, means Privacy Policy Statement and Terms of Use;
4. Special Terms and Conditions, means any special terms and conditions as mutually agreed by the Parties in writing, of which shall have higher priority than the General Terms and Conditions and the Additional Terms and Conditions if there is any contradiction.

(collectively “Transaction Documents”)

The Transaction Documents shall be necessarily translated and be posted in BOXS website, but only the English version will be treated as dominated version for any disputes. Also, the Transaction Documents may be updated from time to time via any means as stipulated in the General Terms and Conditions.

Last updated: June 2024

1. Definitions

Capitalized terms herein shall have the respective meanings set forth herein, including, without limitation, the following terms which shall bear the meanings as follow:

(a) “BOXS”

means BOXS Limited and/or its subsidiaries, its affiliates, its associate companies.

(b) “Customer”

means the Customer to subscribe the Services rendered by BOXS.

(c) “Parties”, “Party”

means the Customer and BOXS, the details of the particulars of the Parties are appended in the BOXS POS Solutions Agreement.

(d) “Person”

means a reference to a person includes a reference to a body corporate and to an unincorporated body of persons.

(e) “Representatives”

means any director, officer, employee, agent, contractor, licensee or professional adviser of any person who acts for and on behalf of that person.

(f) “Services”

means such services and/or products provided to the Customer, including but not limited to POS Solutions and hardware products, as stipulated in the BOXS POS Solutions Agreement. The Services shall be added/reduced from time to time which be subject to the actual situation.

(g) “Service Providers”

means BOXS and/or any third-party service providers including but not limited to the BOXS's group members to render the Services to the Customer.

2. Appointment

2.1 The Customer hereby appoints BOXS as the service provider for the provision of Services, and the Service Provider hereby accepts such appointment under non-exclusive basis and will provide the Services as stipulated in the Transaction Documents.

2.2 Depending on the subscribed Services and actual business locations of the Customer, the Services may be contracted between the Customer and any one of BOXS entities, as well as the governing law applicable to the Transaction Documents, without constituting any direct or indirect cross-boarding liability.

3. Grant of License

3.1 During the Period, BOXS grants the Customer a limited, non-exclusive, non-transferable, non- sublicensable license to access and use, and to permit any users who access and use the Services on Customer’s behalf (the “Users”) as set forth in the Transaction Documents.

3.2 The Customer agrees that all rights, titles and interests in and to all the intellectual property rights in the Services, whether are registered or unregistered, that may exist now or come into existence in the future, and all modifications, extensions, scripts and other derivative works of the Services provided or developed by BOXS, are owned exclusively by BOXS. All rights not granted to the Customer in the Transaction Documents are reserved by BOXS.

3.3 BOXS may make any software updates from time to time, which the Customer must install such updates to continue using the Services. Any such software updates may be subject to additional terms made known to the Customer at that time.

3.4 The Customer hereby agrees that the Services shall only be used by the Customer which shall neither be shared nor transferred to any third-party unless with the prior written approved by BOXS.

4. Period

4.1 The BOXS POS Solutions Agreement shall become effective upon execution by the Parties and shall continue up to the expiry of all Commitment Periods (the “Initial Term”), until and unless such Services are terminated/expired in accordance with the Transaction Documents.

4.2 In the event of the Customer continues to use the Services after the expiration of the Initial Term, the Customer may be charged at the standard monthly fee charged of the Services.

4.3 Expiration or termination of the Services shall not affect the rights and remedies of BOXS against other party for any breach or for any matter accrued prior to such expiry or termination.

5. Fees

5.1 The Customer shall settle the fees on/or before the commencement of the Services (the “Fees”) as stipulated in the BOXS POS Solutions Agreement. BOXS shall issue the invoices to the Customer for the Fees and the Customer shall settle the Fees in accordance with the payment instruction and the indicated currency in the respective invoices.

5.2 The Customer agrees that software licenses are sold on a subscription and license basis and any fees paid to BOXS that are non-refundable, any hardware products purchased through BOXS are covered by Originating Manufacturers’ refund policies, if any.

5.3 In the event of the Customer failed to pay the Fees stated in any of the invoice within 30 days from the date of issuance, the Services shall be suspended or terminated with immediate effect without further notice and BOXS shall be entitled to charge the Customer an interest at the rate of 10% per annum which shall accrue on the outstanding fees on a daily basis and be calculated on the basis of actual days elapsed and a 365-day year until the outstanding amount is settled in full. The provision of the products and/or any other services by BOXS will also be discontinued.

5.4 All the records include but not limited to the order history, payment history, customer information and product list will be stored for 90 days. The Customer agrees to pay for the data retrieval fee after the period is overdue. The data retrieval fee shall be calculated at BOXS sole discretion on the basis of data size.

6. Maintenance Activities and Services Changes

6.1 It may be necessary for BOXS to perform scheduled and/or unscheduled repairs or maintenance, or remotely patch or upgrade the Services. This may temporarily degrade the quality of the services or result in a partial or complete outage of the Services.

6.2 BOXS may, at any time and in its sole discretion, add, remove, change or discontinue the Services or any component or version of the Services (the “Services Changes”), which may require the Customer to take certain actions including, but not limited to, installing certain patches, fixes or updates, etc.

7. Representations and Warranties

7.1 The Customer hereby obliges, represents, warrants and undertakes:

7.1.1 to comply with all the applicable laws and regulations in using the Services and follow with any instructions/ requirements of BOXS from time to time;

7.1.2 to obtain all authorisations, licences, permits as may be required for using the Services;

7.1.3 to provide complete accurate data/information to the Service Providers as may be requested from time to time in a cooperative, orderly and systematic manner in order to enable the Service Providers to provide Services in a prompt and proper manner, including any texts, graphics, icons, software, audio and/or visual files for rendering the Services to the Customer;

7.1.4 to inform BOXS if the Customer engages, holds, performs any business and/or any similar business activities (collectively the “Business Activities”) which such Business Activities may consist of any conflict of interests against BOXS and/or constitute any competition of the Services, otherwise, without any prior written consent by BOXS, BOXS shall entitle to unilaterally terminate the Services without any refund to the Customer.

7.1.5 to grant the Service Provider the right to use the Customer’s intellectual properties, including the name and trademarks of the Customer in BOXS marketing materials and other oral, electronic or written promotions, which may include naming the Customer as a client of BOXS.

7.2 Hardware Products Warranty:

7.2.1 Hardware products purchased through BOXS are manufactured by the external manufacturer (“Originating Manufacturers”). Such hardware products may be covered by the Originating Manufacturers’ warranty. BOXS will not provide any warranty of such hardware products.

7.2.2 BOXS does not warrant to the Customer that any accessories for the Services (“Accessories”) purchased through BOXS are free from defects.

7.2.3 In the event that the hardware products become malfunctional or fail to facilitate the operation of the Customer for any reason whatsoever, the Customer shall not continue to use the hardware products further on and BOXS shall not be responsible for any unexpected outcomes, losses or damages incurred whatsoever.

7.2.4 BOXS will not be liable for any indirect, special, punitive, incidental, consequential or cover damages arising out of the Customer use of, or inability to use, third-party products or services.

7.3 The Parties represent and warrant that have all right, power and authority necessary to enter into any agreement.

7.4 If the performance by BOXS obligations under the Transaction Documents or any part hereof is prevented by reason of "force majeure" or other causes whatsoever beyond the reasonable control of BOXS, the Service Providers shall be excused from such performance to the extent of such prevention.

8. Contents of the Customer

8.1 Whenever the Customer sends, posts, uploads, updates or otherwise makes available contents (the “Contents”), the Customer represents and warrants to BOXS that the Customer is the owner of the Contents or have the authority to use the Contents in the relevant manner and to grant the rights to BOXS.

8.2 The Customer grant BOXS and/or any successors a worldwide, non-exclusive, royalty-free, fully-paid, and assignable right to use, reproduce, modify, adapt, or other relevant actions. BOXS has discretion, acting reasonably, to remove Contents without notice due to breach of any material terms. BOXS takes no responsibility and assumes no liability for any Contents, BOXS may not be able to provide the Services to the Customer due to insufficient or incomplete information.

8.3 The Customer will not upload, provide, post, transmit, distribute, or disseminate the Contents that:

8.3.1 is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory;

8.3.2 impersonates any person or entity by way of transmitting any forged or manipulated contents through the use of any services;

8.3.3 encourages conduct that would be considered a criminal offence or gives rise to civil liability;

8.3.4 breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property;

8.3.5 advertises products or services competitive with BOXS or BOXS partners’ products and services, as determined by us in reasonable discretion;

8.3.6 is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose BOXS, BOXS Group or its customers to harm or liability of any nature, as determined by us in reasonable discretion.

8.3.7 contains any corrupted data, computer virus, other computer code, bug, Trojan software, files or programmes that would interrupt, destroy or limit the functionality of any devices including but not limited to computers, mobile phones, computer software, hardware or any telecommunications equipment constituting them;

9. Confidentiality and Data Collection

9.1 Neither Party shall disclose to any third-party any confidential information pursuant to or as a result of or in connection with the performance of any obligations, but this prohibition does not apply to (i) any information published or which comes into the public domain, (ii) any disclosure which is made for performing its obligations on a need to know basis, or (iii) any disclosure which is required by the applicable laws or regulations, and in each case, the disclosing Party shall, to the extent permitted under the applicable laws and regulations, give the other Party prior written notice of such disclosure.

9.2 The Parties acknowledge and agree that any breach of Confidentiality Clause may result in irreparable harm to the other Party, and therefore, upon such breach or any threat thereof, the non-breaching Party shall be entitled to seek appropriate equitable relief including but not limited to injunction.

9.3 The Customer acknowledges and agrees that BOXS may collect, process, disclose, retain, transmit or use any data of the Customer in accordance with the Privacy Policy Statement which can be found at BOXS website.

10. Compatible Mobile Devices, Third Party Services and Links to Other Websites

10.1 BOXS does not warrant that the Services will be compatible with the Customer’s mobile device. The Customer may not use a modified device to use the Services if the modification is contrary to any of the manufacturer’s software or hardware guidelines, including disabling hardware or software controls.

10.2 The Customer may be offered services, products and promotions provided by third parties and not directly by BOXS (“Third Party Services”). If The Customer decided to use Third Party Services, the Customer will be responsible for reviewing and understanding the terms and conditions for these services. BOXS will not be responsible for the performance of any Third Party Services.

10.3 The Services may contain links to third party websites and the Customer accesses any such website at the

Customer’s own risk.

11. Indemnification

11.1 The Customer shall indemnify BOXS, its Group members, Actual Service Providers and their respective Representatives (the “Indemnified Parties”) and keep them fully indemnified against:-

11.1.1 all actions, costs, claims and demands made upon or against the Indemnified Parties in respect of personal injury or property damage suffered by any person caused by or through or in any way due to the actions (direct or indirect) or omission of the Customer or its Representatives;

11.1.2 all actions, proceedings, demands, costs, expenses (including legal expenses), and claims whatsoever brought or made against the Indemnified Parties in respect of any act or liability caused by or arising directly or indirectly from the improper use of the Services by the Customer or its Representatives;

11.1.3 all costs and expenses which may be incurred or suffered by the Indemnified Parties in connection with any breach of warranties or any other terms of the Transaction Documents by the Customer or its Representatives.

11.1.4 all costs and expenses which may be incurred or suffered by the Indemnified Parties in connection with any direct, indirect, incidental, special, punitive or consequential damages, including any loss of business, profit, goodwill, use, data or other intangible loss, arising out of any reliance on the contents of the Information or any potential copyright infringement, any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights.

12. Termination

12.1 If the Customer decides to terminate the Services, the Customer must give 45 days prior written notice to BOXS. If the Services was terminated before the expiration of the Initial Term, the Customer shall pay for any remaining fees of the Services as liquidated damages for early termination.

12.2 The Service Providers may cancel, terminate or suspend the provision of all or any part of the Services at any time with immediate effect by written notice to the Customer without any liability:

12.2.1 if the Customer does not pay any amounts due for any of the Services;

12.2.1 if there are technical difficulties or it is not feasible to provide the Services for whatsoever reasons including but not limited to change of applicable laws and regulations.

12.2.3 if the Service Providers cease to provide the Services.

12.3 Any Party is entitled (but not obliged) to terminate the Services in any of the following circumstances:

12.3.1 the other Party is petitioned to be wound up, dissolved or bankrupt by any person whether voluntarily or compulsorily;

12.3.2 the other Party enters into any arrangement or composition with its creditors or suffers any distress or execution to be levied on a substantial part of its goods, assets and undertaking; and/or

12.3.3 the other Party is involved in any illegal or fraudulent activities or there are reasonable grounds for suspecting that such Party is so involved.

13. Assignment

13.1 The Customer shall not assign, transfer or subcontract in any manner all or any part of its rights and obligations under the Transaction Documents without BOXS’s prior written consent.

13.2 BOXS and its Group member may assign, transfer or subcontract in any manner all or any part of its rights and obligations under the Transaction Documents to any third-party at any time upon giving written notice to the Customer.

14. Modification, Amendments, Disclosures and Notices

14.1 The Customer hereby agrees that BOXS shall reserve the final discretion to amend, change, refuse or make any changes for the Services from time to time. If such changes requested by the Customer, it may incur any additional service fees to be paid by the Customer to BOXS.

14.2 Within reasonable prior notice, BOXS may amend any terms and conditions at any time, including without limitation to the Transaction Documents, by providing any notice (the “Notice”) to inform the Customer, including by either (b)(i) posting the Notice to the last known address, (b)(ii) sending the Notice to the last known email address, (b)(iii) uploading the relevant revised versions (the “Revised Version”) on BOXS website or (b)(iv) notifying via BOXS POS platform. The Customer agrees that any electronic notices have the same meaning and effect as if BOXS had provided the Customer with paper copies.

14.3 The Revised Version shall be effective as of (c)(i) the time it is posted without applying any actions retrospectively, or (c)(ii) any specific time period as mentioned in such Notice.

14.4 Any continued access to, or use of the Services after such Notice was disseminated, and such Revised Version was effective, these actions may constitute for any acknowledgement and/or acceptance of such Revised Version. Any dispute relating to the Revised Version, BOXS reserve the right to give any explanatory statement and the final and sole discretion for making any decision against such dispute.

15. Governing Laws

15.1 Depending on the business locations, the Transaction Documents shall be governed by and interpreted in accordance with the laws of the applicable jurisdiction. In the event of any controversy or claim arising out of or relating to, or the breach or interpretation thereof, there may be submitted to the exclusive jurisdiction of and venue in the applicable courts indicated hereinafter.

15.2 The Parties agree that any dispute arising out of or in connection with the Services, shall be referred to and finally resolved by arbitration administered by any court or administrative body of competent jurisdiction. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential (including all information disclosed in arbitral proceedings, as well as any decision or award), and such information may not, in any form, be disclosed to a third party without the prior written consent by the other Party.

16. Electronic Signature and Counterparts

16.1 The Parties acknowledge and agree that this Transaction Documents may be entered into between the Parties by the affixation or placement of a digital image of the handwritten signature of the authorized signatories of the respective Parties which shall be equivalent to physically signing the Transaction Documents and that such digital image of the hand written signatures shall be legally binding and shall constitute signification of the Parties’ acceptance of and agreement to the terms of this Transaction Documents.

16.2 This Transaction Documents may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. Others

17.1 The Transaction Documents contain all agreements of the Parties with respect to any matter mentioned herein and shall supersede all previous agreements between the Parties. No prior agreement or understanding pertaining to any such matter shall be effective.

17.2 If any provision or part of any provision of the Transaction Documents were held by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that provision or part of a provision is to be regarded as having been deleted from the Transaction Documents and the other provisions shall remain in full force and effect.

17.3 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal after some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

17.4 The Service Providers are independent contractors of the Customer and there is no establishment of any employment relationship, agency partnership or joint venture of the Service Providers.