1. This Public Offer is an official offer to any individual or legal entity with legal capacity and the necessary powers to conclude a Commission Agreement (hereinafter referred to as the Agreement) with HLTS CO LTD on the conditions specified in this Public Offer and contains all the essential terms of the Agreement.
2. DEFINITION OF TERMS AND GENERAL PROVISIONS
2.1. For the purposes of this Agreement, the following terms are used in the following meaning:
"Public offer" (hereinafter referred to as the “Offer”, “Agreement”) is a public offer addressed to an unlimited number of individuals who have entered into an Agreement on the terms contained in this Offer.
"Commission Agreement" - an Agreement under which one party (HLTS CO LTD) undertakes to make one or more deals of the purchase of goods for a fee in favor of another party (PRINCIPAL) on its own behalf (HLTS CO LTD), but at the expense of the PRINCIPAL.
"Acceptance of Offer" - acceptance of the terms of the Agreement by placing an electronic Order (commission order) on the HLTS CO LTD website: https://hlts.kr/ (Website) or other actions of the PRINCIPAL indicating his unconditional acceptance of all the terms of the Agreement.
"HLTS CO LTD" - a commission agent represented by HLTS CO LTD, which on a paid basis (for commission), concludes deals with Third Parties for the purchase of goods in favor of the PRINCIPAL on its own behalf.
"PRINCIPAL" - any natural or legal person who has accepted as accepted the terms of the Public Offer, instructing, thereby, HLTS CO LTD to organize at the expense of the PRINCIPAL the search and selection of Third Parties to purchase goods from them on its own behalf and conclude a contract if its required.
"Third Party" - a legal entity or individual with whom HLTS CO LTD carries out deals for the purchase of goods under this Agreement on its own behalf, but at the expense of the PRINCIPAL.
"Website" is a set of linked web-pages placed in the Internet at the unique address (URL) https://hlts.kr/, as well as its subdomains.
"Order (commission order)" - a written statement describing the services required by the PRINCIPAL, duly executed using HLTS CO LTD’s Website and confirming the Acceptance of the Public Offer by the PRINCIPAL.
"List of services" - a set of services published on the Site, for the performance of which HLTS CO LTD searches and selects Third Parties in order to carry out transactions with them in favor and at the expense of the PRINCIPAL on its own behalf.
2.2. In this Agreement, terms that are not defined in clause 2.1 may be used. In this case, the interpretation of such a term is made in accordance with the text of this Agreement. In the absence of an unambiguous interpretation of the term in the text of the Agreement, one should be guided by the interpretation of the term published on HLTS CO LTD's Website.
3. SUBJECT OF THE AGREEMENT
3.1. The subject of this Agreement is the provision by HLTS CO LTD of services on a paid basis in the form of making transactions in favor of the PRINCIPANT with Third Parties for the purchase of goods on its own behalf, but at the expense of the PRINCIPAL.
3.2. Upon a deal has been made by HLTS CO LTD with a Third Party (natural or legal person), the PRICIPAL acquires all the rights and obligations of the buyer it this deal, despite the fact that the PRICIPAL was not named during the deal and did not enter into direct relations with the Third Party as a party of the deal.
3.3. The Public Offer is an official document and is published on the website at: https://hlts.kr/en/public-offer/.
3.4. HLTS CO LTD has the right to change the cost of services and make other changes to the Public Offer without prior agreement with the PRINCIPAL while ensuring that the changed conditions are published on HLTS CO LTD's Website at least one calendar day before they come into force.
4. MOMENT OF CONCLUSION OF THE AGREEMENT, ACCEPTANCE OF THE OFFER
4.1. This Agreement is presented in the form of a Public Offer, which means that it does not require the signing of a paper and/or electronic document by the parties of the Agreement and is considered concluded at the time of the legally significant actions of a potential PRINCIPAL, namely: sending an electronic Order (application) by the PRINCIPAL using the Site or other actions of the PRINCIPAL indicating its unconditional acceptance of all the terms of the Agreement.
4.2. The Agreement duly accepted by the PRINCIPAL shall have the same legal force as an ordinary written contract.
4.3. The Agreement concluded on the basis of the acceptance by the PRINCIPAL of this offer is a Commission Agreement to which the PRINCIPAL joins without any exceptions and/or restrictions.
5. PROCEDURE FOR ACCEPTING THE RESULTS OF SERVICES
5.1. HLTS CO LTD, within three working days after the completion of the PRINCIPAL’s Order, undertakes to provide him with the following documents:
  • report in the form of "Order Information" sent to the email address specified by the PRINCIPAL when placing an Order on the Site;
  • an extract from the bank account of HLTS CO LTD, confirming the transaction with the Third Party of HLTS CO LTD in favor of the PRINCIPAL;
  • report on expenses incurred by HLTS CO LTD (if any).
5.2. After receiving the documents specified in clause 5.1 of the Agreement, the PRINCIPAL undertakes to accept the services rendered by approving the HLTS CO LTD reports, or provide HLTS CO LTD with a written reasoned objection from the acceptance of the services rendered by HLTS CO LTD. If the PRINCIPAL does not provide a written reasoned objection regarding the services provided by HLTS CO LTD within 3 working days after receiving the reports, the HLTS CO LTD reports shall be considered approved, and the Order shall be considered fulfilled.
6. COST OF SERVICES AND PAYMENT PROCEDURE UNDER THE AGREEMENT
6.1. HLTS CO LTD undertakes to provide the PRINCIPAL with goods in accordance with the prices, name, quantity and assortment on the day of the Order.
6.2. Payments for the implementation of deals by HLTS CO LTD in favor of the PRINCIPAL are made by the PRINCIPAL by transferring funds to the HLTS CO LTD settlement account in accordance with the invoice issued by HLTS CO LTD, or using other types of payments as agreed with HLTS CO LTD.
6.3. HLTS CO LTD's remuneration shall be determined by the parties of the Agreement in the amount of up to 2 percent of the cost of deals with Third Parties carried out by HLTS CO LTD in favor of the PRINCIPAL, depending on their complexity.
6.4. If case of HLTS CO LTD makes a deal in favor of the PRINCIPAL on terms more favorable than could have been expected at the time of placing the Order, the additional benefit from such a transaction belongs to HLTS CO LTD, and the PRINCIPAL has no right to demand or withhold it from HLTS CO LTD.
6.5. For the purposes of the Agreement, payment may be accepted from the PRINCIPAL:
  • in non-cash form from the current account of the PRINCIPAL to the current account of HLTS CO LTD;
  • through a bank branch;
  • using other types of payments as agreed with HLTS CO LTD.
6.6. HLTS CO LTD has the right to withhold remuneration and other monetary compensations due to it under the Agreement from the prepayment received on its account from the PRINCIPAL for the purposes specified in this Agreement.
7. OBLIGATIONS AND RIGHTS OF HLTS CO LTD
7.1. HLTS CO LTD undertakes to:
7.1.1. Provide high-quality services. Take timely measures to prevent violations of the terms of the Agreement and regulate the quality of services provided.
7.1.2. Timely inform the PRINCIPAL about changes in the structure of services provided under this Agreement, and the conditions for their provision.
7.1.3. Timely inform the PRINCIPAL about changes in the terms of the Agreement by publishing the relevant information on HLTS CO LTD’s Site.
7.1.4. Prevent attempts of unauthorized access to information and / or its transfer to persons not directly related to the execution of the PRINCIPAL's Order; to detect and prevent such facts in a timely manner.
7.1.5. Act in the interests of the PRINCIPAL, organize the search and selection of reliable Third Parties to carry out transactions with them to purchase goods required by the PRINCIPAL and, if necessary, conclude relevant agreements on their own behalf with such Third Parties.
7.2. HLTS CO LTD has the right to:
7.2.1. Refuse any PRINCIPAL before confirming the start of fulfilment of the Order without explaining the reason.
7.2.2. Refuse to provide services to the PRINCIPAL after confirmation of fulfilment of the Order, in case of violation by the PRINCIPAL of the deadlines, failure to provide the documents necessary for the purposes of this Agreement and other cases in which the execution of the Agreement is impossible due to the fault of the PRINCIPAL.
7.2.3. Conclude a sub-commission agreement with another party, remaining responsible for the actions of the sub-commission agent to the PRICIPAL.
7.2.4. Demand compensation for expenses and losses incurred during the execution of the Order in favor of the PRINCIPAL, caused by untimely cancellation of the Order by the PRINCIPAL.
8. OBLIGATIONS AND RIGHTS OF THE PRINCIPAL
8.1. The PRINCIPAL undertakes to:
8.1.1. Timely, in accordance with the terms of this Agreement and the instructions of HLTS CO LTD, duly pay for the services of HLTS CO LTD.
8.2. The PRINCIPAL has the right to:
8.2.1. Receive quality services in accordance with the terms of this Agreement.
8.2.2. Receive the necessary and reliable information about the work of HLTS CO LTD and the services it provides.
8.2.3. Share its opinion with HLTS CO LTD, provide suggestions and recommendations for each type of services provided under this Agreement.
9. LIABILITY OF THE PARTIES
9.1. HLTS CO LTD is not responsible for the impossibility of servicing the PRINCIPAL for any reasons beyond its control. If it is impossible to provide services due to the fault of the PRINCIPAL, the money deposited by him as a remuneration under the Agreement shall not be returned.
9.2. HLTS CO LTD shall not be liable for any damage caused to the PRINCIPAL in the event of improper performance by the latter of obligations under this Agreement and/or violation of the legal requirements of HLTS CO LTD and/or Third Parties involved under the Agreement.
9.3. The PRINCIPAL shall be financially liable for damage to the equipment and property of HLTS CO LTD, as well as Third Parties with whom it enters into direct relations under this Agreement within the market value of such equipment and/or property.
9.4. The Parties are exempt from liability for full or partial failure to fulfill their obligations under this Agreement, if it is caused by force majeure circumstances (force majeure), such as: natural disasters, fires, floods, earthquakes, war, blockade, occupation, introduction of quarantine norms, seizures documents by state authorities (search, temporary access to things and documents, requests from state authorities on the basis of current legislation), regulations or laws issued by authorized state bodies that impose a ban on the provision of services specified in this Agreement, etc. and beyond their control are extraordinary in nature and unpredictable.
9.5. The financial responsibility of HLTS CO LTD cannot exceed the amount of the commission fee established in accordance with clause 6.3 of this Agreement.
9.6. The Agreement, its conclusion and execution are governed by the current legislation of the Republic of Korea.
9.7. In the event of improper performance of the Agreement by one of the Parties, which entailed adverse consequences for the other party, liability arises in accordance with the current legislation of the Republic of Korea.
9.8. All disputes and disagreements shall be resolved through negotiations between the Parties. If disputes and disagreements cannot be settled through negotiations, they are subject of consideration by the Arbitration Court at the location of HLTS CO LTD.
9.9. Any disputes not resolved out of court arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board (The 2016 KCAB International Arbitration Rules). The number of arbitrators shall be one. The seat, or legal place, of arbitral proceedings shall be Seoul, Republic of Korea.
The language to be used in the arbitral proceedings shall be English.
9.10. The claim procedure for resolving disputes is mandatory. The term for consideration of the claim is 14 calendar days from the date of receipt of the claim.
10. PERIOD OF VALIDITY, PROLONGATION, AMENDMENT, TERMINATION OF THE OFFER AGREEMENT
10.1. This Offer comes into force from the moment it is posted on the HLTS CO LTD’s Website and is valid until its revocation by the HLTS CO LTD.
10.2. HLTS CO LTD reserves the right to amend the terms of the Agreement or withdraw the Offer at any time at its sole discretion.
10.3. In the event that the HLTS CO LTD makes changes to the Offer, such changes come into force from the moment the amended text of the Offer is posted on the HLTS CO LTD’s Website, unless another date for the entry into force of the changes is determined directly in the text of the amended offer.
10.4. The PRINCIPAL agrees and acknowledges that the introduction of changes to the Offer entails the introduction of these changes into the Agreement concluded and in force between the PRINCIPAL and HLTS CO LTD, and these changes to the Agreement come into force simultaneously with the entry into force of such changes to the Offer, except for the conditions which worsen the state of the PRINCIPAL, whose Order is fully paid, but not executed by HLTS CO LTD at the time of making changes.
10.5. The PRINCIPAL has the right at any time to unilaterally refuse from the services of HLTS CO LTD. In this case, the PRINCIPAL is obliged to:
  • notify HLTS CO LTD of the termination of the Agreement no later than 10 calendar days before the start of execution of the PRINCIPAL’s Order by HLTS CO LTD;
  • pay HLTS CO LTD remuneration for transactions made by it under the PRINCIPAL’s Order, carried out before termination of the Agreement, as well as reimburse HLTS CO LTD for the expenses and losses incurred by him before termination of the Agreement.
11. OTHER CONDITIONS
11.1. Any notices in accordance with the Agreement may be sent to:
  • by e-mail (HLTS CO LTD's email address is indicated on the Website; the PRINCIPAL’s e-mail address is indicated in his personal account when registering on the Website or (in the case of placing an Order) is indicated in the PRINCIPAL’s written application;
  • by fax;
  • by mail with acknowledgment of receipt.
11.2. The Agreement constitutes the entire agreement between HLTS CO LTD and the PRINCIPAL. HLTS CO LTD does not accept any additional conditions and obligations in relation to the subject of the Agreement, except for those specified in the Public Offer, unless such conditions or obligations are established in writing signed by authorized representatives of HLTS CO LTD and the PRINCIPAL.
11.3. The PRINCIPAL enters into an Offer Agreement voluntarily, while approves that he:
a) fully familiarized himself with the terms of the Public Offer,
b) fully understands the subject of the Agreement,
c) fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Agreement.
11.4. The PRINCIPAL has all the rights and powers necessary for the conclusion and execution of the Agreement.
12. CONFIDENTIALITY
12.1. For the purposes of this Agreement, the term “Confidential Information” means:
a) all official, not generally known and non-public information, including commercial secrets, financial data, business, technical, operational and other information, technological information, data, experience and knowledge of any kind and in any form, directly or indirectly related to the Parties to this Agreement, data on suppliers and conditions of transactions with them, financial plans of the Parties’ activities and reports on past activities, which became known to the Parties in written, oral, electronic or other form during their cooperation;
b) any information in the possession, use or disposal of the Parties and which will become known to the Parties in connection with cooperation and general contractual relations;
c) any information that is not generally known or publicly available and has actual or potential value for the Party for commercial reasons, the disclosure of which may cause material damage, as well as undermine the business reputation or prestige of the Party or its personnel;
d) any document of the Party (including in electronic form) marked “Confidential” and / or “For official use”.
12.2. Specified in clause 12.1. information is recognized as confidential only if it is not generally known and/or publicly available, and the Parties take all necessary measures to ensure its safety with respect to it.
12.3. The Parties undertake mutual obligations to use the confidential information provided or became known during the validity of this Agreement and during the cooperation of the Parties, only in accordance with the terms of this Agreement and only to the extent and for the purpose for which such information was provided.
13. PRIVACY
13.1 The confidentiality of information about the PRINCIPAL is ensured in accordance with the Privacy Policy of HLTS CO LTD, published on the Website and in accordance with the provisions of the Act on Protection of Information and Promotion of Utilization of Information and Communications
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