Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") form a binding agreement between you and HK OPTENTRA CO., LIMITED, a company incorporated in the Hong Kong Special Administrative Region ("HK OPTENTRA", "we", "us" or "our"), and govern your access to and use of our website at youyuance.com (the "Website") and our mobile applications, including the OPTENTRA mobile management app made available through the Apple App Store and Google Play (each, an "App" and together with the Website, the "Services").

By creating an account, downloading or using an App, purchasing a subscription, or otherwise using the Services, you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree with any part of these Terms, you must not use the Services.

We may modify these Terms at any time. Material changes will be notified through the Services or by email. Continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.

2. Eligibility and Age

You must be at least 18 years of age, or the age of majority in your jurisdiction if that is higher, to enter into these Terms. By using the Services you represent and warrant that you meet this requirement and that you have the legal capacity to contract.

Users under 18 but above the applicable age of majority in their jurisdiction may use the Services only with the prior written consent of a parent or legal guardian who accepts these Terms on their behalf. We do not knowingly permit users under the age of 13, or under the applicable higher threshold in their jurisdiction, to create an account. If you believe a minor has created an account without consent, contact us at support@youyuance.com and we will delete it.

3. Account and App Use

Certain features require an account. When you register, you agree to provide accurate, current and complete information, to keep it updated, and to safeguard your credentials. You are responsible for all activity that occurs under your account, including activity by anyone to whom you have disclosed your login details.

The Apps are distributed through the Apple App Store and Google Play. By installing or updating an App you agree that the applicable app store's terms, privacy policies and review guidelines govern the distribution and installation of that App. Your use of an App is additionally subject to these Terms, and you are responsible for maintaining current versions of the Apps on your device. We may require a minimum device operating system version to continue support for an App.

You may not share, resell or make your account credentials available to a third party. You must notify us promptly if you suspect any unauthorised access to your account.

4. Description of Services

HK OPTENTRA provides business strategy planning, management consultancy, brand advisory, general trading and e-commerce consultation, together with the mobile management application that supports those services. Our full business scope is:

Our related service lines include import and export of various goods, international trade, business information consulting, enterprise management advisory, project investment planning, goods wholesale and retail, and supply chain management.

The Apps provide functionality supporting those services, including real-time orders, inventory visibility, supply chain tracking, a consulting dashboard, investment planning workflows, and wholesale and retail management. Features described in the Apps may change, and some features may be made available only in certain jurisdictions, to certain account types, or as part of a paid plan. We will not materially reduce the core functionality of a paid plan during its term without offering a proportionate alternative.

5. Licence and Permitted Use

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to install and use the Apps on devices you control, and to access and use the Website, for your internal business purposes. This licence is personal to you and may be used only by you and your authorised employees.

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

• Copy, modify, adapt, translate or create derivative works of the Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.
• Reverse engineer, decompile, disassemble or attempt to derive the source code of any App, except where such restriction is prohibited by law.
• Sell, licence, sub-licence, rent, lease, host, mirror or commercially exploit the Services or any part of them.
• Frame, embed or mirror the Website in another frame without our written consent.
• Use automated tools, bots, scrapers, crawlers or agents to access the Website or the Apps for any purpose other than the permitted management of your own business data, or in breach of any rate limit we set.
• Attempt to gain unauthorised access to any account, system, server or network connected to the Services, or to probe, scan or test the vulnerability of any system except as expressly authorised by us in writing.
• Introduce, upload or transmit malware, viruses, worms, trojans, keyloggers, or any code intended to disrupt, overload or harm the Services.
• Interfere with, disable, circumvent or bypass any security feature, rate limit, or technical restriction of the Services.
• Use the Services for any unlawful purpose, or in violation of any applicable law, sanction, export control or third-party right.
• Transmit unsolicited commercial communications, or harvest personal data from the Services for unsolicited marketing.
• Advertise, resell or otherwise commercialise access to the Services without our prior written consent.
• Remove or obscure any proprietary notice, label or mark from the Services.

We may suspend or terminate your access, in accordance with Section 12, if we reasonably believe you have breached these Terms or if required by law.

6. Intellectual Property

The Services, including their software, source code, object code, designs, layouts, templates, text, graphics, icons, illustrations, photographs, videos, audio, databases, trademarks, trade names, logos and all other content ("Our Materials"), are owned by HK OPTENTRA or its licensors, and are protected by copyright, trademark, patent and other intellectual property laws.

Our Materials, the OPTENTRA name and logo, and the designs and branding of the Website and the Apps are our trademarks and service marks. You may not use them without our prior written consent, other than to identify our services accurately or as reasonably required by law.

You retain all rights in the content you upload to or submit through the Services. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, adapt and create derivative works of that content solely to the extent necessary to operate, secure and support the Services and to perform the services you have requested. Where you submit content on behalf of a client under a separate engagement, you confirm that you have authority to do so.

Feedback you voluntarily provide may be used by us without restriction or obligation, but we will not treat it as confidential information.

7. Purchases, Fees, Subscriptions and Refunds

Where a paid feature, subscription or App is purchased, the transaction is completed through the Apple App Store or Google Play, or through a separately agreed commercial contract. Fees, billing periods, taxes and applicable currency are displayed at the point of purchase.

• Billing. Subscriptions renew automatically at the end of each billing period unless cancelled before renewal. Payment is taken from the payment method associated with your store account.
• Store policy. Refunds, cancellations, price changes and receipts for App Store and Google Play purchases are handled in accordance with the applicable store's refund policy and any separate written contract with us. Where a store purchase is concerned, the store's policy governs the refund process.
• Advisory fees. Consultancy, advisory and trading fees are invoiced as set out in the relevant engagement letter or statement of work, and are payable within the stated credit period.
• Taxes. Fees are exclusive of applicable taxes, duties and levies, which are your responsibility unless expressly stated otherwise.
• Price changes. We may change fees with reasonable notice before the next renewal, and existing subscriptions continue at the current rate for the remainder of the paid term.
• No unfair terms. Nothing in this section limits any right you may have under the Consumer Goods and Services Act or other applicable legislation in your jurisdiction, and mandatory consumer protections prevail over these Terms.

8. Third-Party Services and Advertising

The Services integrate with and rely on third parties, including app stores, cloud hosting and content delivery providers, analytics providers, and advertising networks. Our Apps may display advertising supplied by third parties including Google AdMob, Google Ad Manager, Meta Audience Network, Unity Ads, AppLovin, ironSource (LevelPlay), Vungle/Liftoff, Pangle, Mintegral, Chartboost, AdColony, InMobi, Amazon Ads, Digital Turbine, Smaato, Fyber, Ogury, Criteo, Teads, Moloco, PubMatic and Magnite.

Advertising formats may include app open, rewarded video, interstitial, banner and native placements. Each third-party advertising network acts as an independent provider of its services and is responsible for its own compliance. We do not endorse and are not responsible for the content, products, services or practices of any third party, and your dealings with them are between you and them.

Your use of the Apps is subject to the Apple App Store Terms of Service and the Google Play Terms of Service, which are incorporated into these Terms by reference. Where a conflict arises between these Terms and the store terms in relation to the installation, distribution or operation of an App, the store terms prevail as provided in Section 15. Our use of advertising identifiers, tracking and personalised advertising is described in our Privacy Policy.

9. Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, title, or that the Services will be uninterrupted, error-free or available at all times.

We do not warrant that the Website or the Apps will be free of viruses, malware, worms or other harmful components, or that any content, advice, market data, analysis, forecast or recommendation provided through the Services constitutes investment, legal, tax, accounting or regulatory advice, or that it will produce a particular result. Business strategy planning, management consultancy, brand advisory, general trading and e-commerce consultation involve forward-looking judgement, and outcomes depend on factors outside our control.

Nothing in these Terms excludes or limits any warranty, guarantee or other right you have under applicable law that cannot lawfully be excluded.

10. Limitation of Liability

To the fullest extent permitted by law, in no event shall HK OPTENTRA, its directors, officers, employees, agents, partners or affiliates be liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or any loss of profits, revenue, goodwill, anticipated savings, business, opportunity, data or goodwill, however arising and regardless of the theory of liability, whether in contract, tort (including negligence), strict liability, statute or otherwise, even if we have been advised of the possibility of such loss.

To the fullest extent permitted by law, our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of: (a) the total amount of fees actually paid by you to us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one thousand Hong Kong dollars (HK$1,000).

We are not liable for business interruption, loss of data or data corruption, or loss of profit arising from your reliance on the Services, to the extent such limitation is permitted by law. These limitations apply even if we have been advised of the possibility of such damages and regardless of the form of the claim.

11. Indemnity

You agree to indemnify, defend and hold harmless HK OPTENTRA, its directors, officers, employees, agents and affiliates from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: your breach of these Terms; your violation of any applicable law, sanction or regulation; your infringement of any third-party intellectual property right; your misrepresentation of any information you provide to us; your use of the Services in a manner that infringes the rights of a third party; or any unlawful or fraudulent act committed by you.

12. Termination

You may terminate your use of the Services at any time by deleting the App from your device, closing your account, or notifying us in writing. Where you have an active subscription, cancellation takes effect at the end of the current billing period in accordance with the applicable store's cancellation process.

We may suspend or terminate your access to all or part of the Services immediately, with or without notice, if: you materially breach these Terms; you provide false or fraudulent information; you engage in activity that creates a legal, security or reputational risk to us or to others; you infringe the intellectual property rights of a third party; or we are required to do so by law, a regulator, a court, or an app store directive.

On termination, your right to use the Services ends immediately. Sections 6 (Intellectual Property), 8 (Third-Party Services and Advertising), 10 (Limitation of Liability), 11 (Indemnity), 13 (Governing Law and Disputes), 15 (App Store Terms Precedence) and 17 (General) survive termination, together with any obligation that by its nature should survive.

13. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law provisions. Any mandatory consumer protections available to you under the law of your country of residence remain unaffected.

Before commencing proceedings, you agree to attempt in good faith to resolve any dispute through our business support team by emailing support@youyuance.com. Most disputes are resolved at this stage.

Any dispute that cannot be resolved amicably within thirty (30) days of the complaint being raised will be referred to arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its Administered Arbitration Rules, with a sole arbitrator, seated in Hong Kong, conducted in English, with the costs of the arbitration borne as determined by the arbitrator. Either party may seek urgent interim or injunctive relief from the courts of the Hong Kong Special Administrative Region, which have exclusive jurisdiction for that purpose. Each party waives any objection based on venue or forum non conveniens.

14. International and Export Compliance

Our general trading and international trade services are provided in compliance with applicable customs law, sanctions, embargoes, export controls, anti-bribery and anti-corruption rules, and product safety requirements, including those of the Hong Kong Special Administrative Region and the destination markets concerned.

We do not engage in, and you must not request that we engage in, any activity that would breach applicable sanctions or export control restrictions, including dealings with restricted parties, sanctioned territories or prohibited categories of goods. We perform restricted-party screening, origin and classification checks, and documentary review as part of our standard trade compliance process, and we may suspend or decline a transaction where we cannot satisfy these obligations. Neither party is obliged to perform an act that would require a licence or authorisation that has not been obtained, or that would infringe applicable law.

15. App Store Terms Take Precedence

Where these Terms conflict with the Apple App Store Terms of Service (including the Apple Media Services Terms and Conditions and the App Store Review Guidelines) or the Google Play Terms of Service, in relation to the installation, distribution, purchase or operation of an App, the applicable store terms prevail. We acknowledge the acknowledgement function in the Apple App Store Terms of Service Section 3.1.2 as applying to this agreement. Nothing in these Terms limits rights you have under those store terms or under any applicable consumer legislation.

16. Changes to These Terms

We may update these Terms from time to time. The revised Terms take effect when posted, unless otherwise specified. Where a change materially affects your rights or the Services you have paid for, we will provide notice in the Services or by email before the change takes effect, and where required we will obtain your consent before continuing to process personal data on the new basis. Continuing to use the Services after the change takes effect constitutes acceptance of the revised Terms.

17. Severability, Entire Agreement, Assignment and Waiver

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 force and effect.

Entire agreement. These Terms, together with our Privacy Policy and any engagement letter, statement of work or order form we have agreed with you, constitute the entire agreement between us in relation to the Services and supersede all prior agreements, understandings and communications, whether written or oral, relating to their subject matter.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms to an affiliate or successor in connection with a reorganisation, merger, or sale of all or substantially all of our assets, on written notice to you, provided that your rights are not materially reduced.

Waiver. Any failure or delay by us to enforce a right under these Terms does not constitute a waiver of that right, and no waiver is effective unless in writing and signed by us.

Third-party rights. A person who is not a party to these Terms has no right to enforce any of its terms, except as expressly stated.

18. Contact Us

If you have any questions about these Terms, please contact us:

Our Privacy Policy describes how we collect, use, share and protect personal data, including through advertising and analytics practices on the Website and in the Apps.

19. Effective Date

These Terms of Service take effect on [Effective date to be inserted] and were last updated on [Last updated date to be inserted].