Terms and Conditions (IB - Supplier) 条款与条件 (IB - 供应商)
Technical 技术
- Training
- Supplier shall provide adequate technical support and training of the products.
供应商应提供充分的技术支持和产品培训。
- Supplier shall provide adequate technical support and training of the products.
Legal 法律
- M800's obligation M800 的义务
- M800 warrants it is free to enter into and perform its obligations under the agreement and that none of the provisions of the agreement hereof will in any way conflict with any other agreement(s) between M800 and any third party.
M800 保证其可以自由签订并履行本协议项下的义务，且本协议的任何条款均不会以任何方式与 M800 和任何第三方之间的任何其他协议相冲突。 - M800 will make best efforts to promote and to support the sales of the products.
M800 将尽最大努力促进和支持产品的销售。
- M800 warrants it is free to enter into and perform its obligations under the agreement and that none of the provisions of the agreement hereof will in any way conflict with any other agreement(s) between M800 and any third party.
- Supplier's obligation 供应商的义务
- Supplier shall make reasonable efforts to resolve operational, administrative or technical problems as soon as possible with its suppliers, or interconnect M800, however Supplier does not unconditionally warrant continuous service or performance of third parties’ network coverage, which may be subject to temporary disruption.
供应商应尽合理努力尽快解决与其供应商或 M800 之间的运营、管理或技术问题，但供应商并不无条件保证第三方网络覆盖的持续服务或性能，这些服务或性能可能会暂时中断。 - Supplier will use its best efforts to resolve as fast as possible and keep M800 informed of any such problems or irregularities.
供应商应尽最大努力尽快解决，并随时向 M800 通报任何此类问题或违规行为。
- Supplier shall make reasonable efforts to resolve operational, administrative or technical problems as soon as possible with its suppliers, or interconnect M800, however Supplier does not unconditionally warrant continuous service or performance of third parties’ network coverage, which may be subject to temporary disruption.
- Confidentiality 保密性
- Each Party agrees to keep and procure to be kept secret all Confidential Information disclosed by the other Party
各方同意对另一方披露的所有机密信息保密并促使其保密
- Each Party agrees to keep and procure to be kept secret all Confidential Information disclosed by the other Party
- Indemnification and Limitation of Liability
- M800 agrees to indemnify, defend and hold harmless supplier, its Affiliates and their respective Directors, officers, shareholders, employees, representatives, agents and assigns from any and against all liability to third parties (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including lawyers’ fees and expenses) arising from or relating to (i) a breach by M800 of its obligations under the agreement, (ii) the acts, errors, representations, misrepresentations, wilful misconduct or negligence of M800, its subcontractors, employees,, or agents, (iii) violation by M800 of a third party’s Marks or other rights in connection with its performance hereunder, or (iv) any claim arising out of or resulting from M800 or an Affiliates of M800 use of Choice’s Marks, brand name, or advertising claims made in connection therewith.
M800 同意對供應商、其關聯公司及其各自的董事、高級職員、股東、僱員、代表、代理和受讓人就因 (i) M800 違反其在本協議下的義務而引起或與之有關的任何及所有對第三方的責任（包括但不限於責任、判決、損害賠償、損失、索賠、成本和費用，包括律師費和開支）作出賠償、為供應商辯護並使供應商、其關聯公司及其各自的董事、高級職員、股東、僱員、代表、代理和受讓人免受損害、 (ii) M800、其分包商、雇员或代理人的行为、错误、陈述、失实陈述、故意不当行为或疏忽， (iii) M800在履行本协议时侵犯第三方的商标或其他权利，或 (iv) 因M800或M800的关联公司使用Choice的商标、品牌名称或与此相关的广告主张而引起或导致的任何索赔。 - In no event shall one party be liable, whether in contract or tort, to the other party or its Affiliates or any third party, including M800 end users, for loss of profit, loss of revenue, loss of business, indirect, special, consequential or punitive damages arising directly or indirectly from negligence of the other party or its respective parent, subsidiary or Affiliate or its contractors, representatives or agents, or any breach of a party obligations hereunder or from the use of or in connection with the Products and the Services, whether or not that party had either actual or constructive knowledge that such damages might be incurred.
在任何情况下，对于因另一方或其各自的母公司、子公司或关联公司或其承包商、代表或代理人的疏忽，或因违反一方在本协议项下的义务，或因使用产品和服务或与产品和服务有关而直接或间接造成的利润损失、收入损失、业务损失、间接、特殊、后果性或惩罚性损害，一方均不对另一方或其关联公司或任何第三方（包括 M800 最终用户）承担合同或侵权责任，无论该方是否实际或推定知晓可能发生此类损害。
- M800 agrees to indemnify, defend and hold harmless supplier, its Affiliates and their respective Directors, officers, shareholders, employees, representatives, agents and assigns from any and against all liability to third parties (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including lawyers’ fees and expenses) arising from or relating to (i) a breach by M800 of its obligations under the agreement, (ii) the acts, errors, representations, misrepresentations, wilful misconduct or negligence of M800, its subcontractors, employees,, or agents, (iii) violation by M800 of a third party’s Marks or other rights in connection with its performance hereunder, or (iv) any claim arising out of or resulting from M800 or an Affiliates of M800 use of Choice’s Marks, brand name, or advertising claims made in connection therewith.
- Termination 终止
- Either party has the right to terminate this Agreement with a notice period of three (3) months after expiration of the first year. The decision to terminate the Agreement must be notified in writing by registered mail.
任何一方均有权终止本协定，但须在第一年期满后三 (3) 个月内发出通知。终止协议的决定必须以挂号信形式书面通知。
- Either party has the right to terminate this Agreement with a notice period of three (3) months after expiration of the first year. The decision to terminate the Agreement must be notified in writing by registered mail.
- Intellectual property 知识产权
- The intellectual property rights in respect of all goods and assets, tangible and intangible, (including ‑ without limitation and in the broadest sense ‑ products, services and software) used by the parties in the context of the agreement shall remain vested in the party originating or which has acquired the same.
双方在协议范围内使用的所有有形和无形产品和资产（包括但不限于广义上的产品、服务和软件）的知识产权归属于原创方或获得方。 - Either party shall not be entitled under the terms of the agreement to use the brand names of the other party or the other party's trade name or trade mark without a written consent of other party.
未经对方书面同意，任何一方均无权根据协议条款使用对方的品牌名称或对方的商号或商标。
- The intellectual property rights in respect of all goods and assets, tangible and intangible, (including ‑ without limitation and in the broadest sense ‑ products, services and software) used by the parties in the context of the agreement shall remain vested in the party originating or which has acquired the same.
- Compliance with law 遵守法律
- M800 shall comply with all applicable laws, rules and regulations and shall bear all costs and risks in connection with such compliance.
M800 应遵守所有适用的法律、法规和规章，并承担与遵守这些法律、法规和规章有关的所有费用和风险。 - M800 shall secure and maintain all licenses, permits and authorizations from all governmental agencies, necessary for the performance of its obligation hereunder.
M800 应从所有政府机构获得并保持履行本协议义务所需的所有执照、许可证和授权
- M800 shall comply with all applicable laws, rules and regulations and shall bear all costs and risks in connection with such compliance.
- Price and payment terms 价格和付款条件
- Supplier shall keep M800 informed of all changes in prices and payment terms and shall give 30 (thirty) days’ notice of changes in prices and payment terms.
供应商应将价格和付款条件的所有变更通知 M800，并应提前 30（三十）天通知价格和付款条件的变更。 - M800 will pay by wire transfer .
M800 将通过电汇支付。 - In reselling the products and the services under the agreement, M800 shall observe the highest standard of integrity and fair dealing with members of the public.
M800 在转售协议项下的产品和服务时，应遵守最高的诚信标准，公平对待公众。
- Supplier shall keep M800 informed of all changes in prices and payment terms and shall give 30 (thirty) days’ notice of changes in prices and payment terms.
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- M800 shall be responsible for paying to supplier the monthly usage billing irrespective of any non-payment of any charges by M800 end users. M800 shall be responsible for billing and collection of charges from end users.
無論 M800 最終用戶有否支付任何費用，M800 均須負責向供应商支付每月的使用帳單。M800 須負責向終端用戶發出帳單及收取費用。
- M800 shall be responsible for paying to supplier the monthly usage billing irrespective of any non-payment of any charges by M800 end users. M800 shall be responsible for billing and collection of charges from end users.
- Tax 税务
- Each party shall be responsible for the filing of its tax returns and the payment of its own tax liabilities.
各方应负责提交其纳税申报表并支付其自身的纳税义务。 - All charges to M800 are calculated exclusive of any applicable Taxes. Such Taxes that supplier is required or permitted by law to charge shall be paid by M800 in addition to all other Charges provided for in the agreement.
向 M800 收取的所有费用均不包括任何适用的税费。法律要求或允许供应商收取的税费应由 M800 在协议规定的所有其他费用之外支付。
- Each party shall be responsible for the filing of its tax returns and the payment of its own tax liabilities.
- Billing dispute 账单争议
- In the event M800 disputes a charge on a bill, M800 must, within 30 days after the bill date, identify the specific charge in dispute and provide a full written explanation of the basis for the dispute.
如果 M800 对账单上的某项收费提出异议，M800 必须在账单日期后的 30 天内，确定有争议的具体收费项目，并就争议的依据提供完整的书面解释。
- In the event M800 disputes a charge on a bill, M800 must, within 30 days after the bill date, identify the specific charge in dispute and provide a full written explanation of the basis for the dispute.