条款和条件

General 1. The content and terms in this contract constitute the entire agreement between client and our company and supersede all previous verbal or written agreements or statements related to this. 2. This contract is effective immediately upon signing by both parties and confirms that all contents of the contract are true and complete. 3. If there are any unfinished matters in this contract, both parties may sign a supplementary contract whenever further explanation is necessary. 4. If the contract does not fully describe the service scope, we will provide a Scope of Work (abbreviation: SOW) for detailed job description and signing confirmation by both parties. 5. The pricing of the contract is only estimated and based on already known requirements from client. If new requirement added after the original contract, extra charge may apply according to the actual situation. 6. Client shall not transfer, modify or cancel any part of this contract without any written confirmation from us. 7. All photos, images, texts and data provided by clients must be in electronic and editable file formats. 8. We will make a total of up to three rounds of amendments to the deliverable work. If the above limit is exceeded, we reserve the right to charge extra cost. 9. We reserve the right to disclose, publish, display or use the client's name, trade name, trademark (or symbol) or statistical information to other entities, the media or the public in marketing, advertising or public events. 10. This contract is formulated and implemented in accordance with the law of the locality of us, and we have the final rights to interpret the contents of this agreement. 11. This contract does not include transportation and accommodation expenses incurred by our employees due to business trips. The costs will be borne by the client in the form of actual reimbursement. 12. All payments received are not refundable for any reason. 13. “Technical support” refers to the functional support of the application modules in the system. We will provide guidance and support as to how to operate and use the functions within our system, but does not include any support on the specific database of the client, nor any reaction caused during the usage of the system. 14. “Remote System Diagnosis” refers to the diagnosis our team will conduct based on the queries and questions specific to a client’s system database. If it is a query which our team must log in to the client’s database to figure out the corresponding solution or response to the client, it is defined as remote system diagnosis. This service will only be provided if the client is within the consultation service period. 15. Unless otherwise agreed upon, the standard time for client to sign off on UAT will be 3 weeks. If client is unable to complete UAT sign off within 3 weeks, and has not notified our team to establish a mutually accepted extension or date, the UAT will be deemed to be completed, and the client must pay the relevant instalment related to UAT sign off. If the client does not process the respective payment, it will be regarded as a breach of contract. Service Hour 1. Our service hours are Monday to Friday from 9:30am to 12:30pm and 2:00pm to 6:00pm (except public holidays) 2. If client requests us to provide services out of office hours, we will charge for the actual situation. 3. The minimum unit of service time is one hour, less than one hour will also be calculated as one hour (On-site service is calculated at minimum 4 hours per session) 4. Based on customer enquiry, our general response time will be within one day, if further diagnosis and technical service is required, our general handling time will be 2 days. Payment Arrangement 1. If client has an overdue payment, we reserve the right to impose to client an additional administrative fee of 5% per month of the invoice amount. 2. If the overdue payment has not been settled for 30 days or more, we reserve the right to terminate all contracts and related services, and client will still be responsible for all compensation of our loss. 3. We will base on actual situations and reserve the right to adjust product and service pricing without prior notice (Signed contract not affected). 4. If the client does not reply or provide the information or data necessary at any stage of the project for 30 days or more upon our initial request, the specific stage which the outstanding information is requested shall be deemed as completed, and we shall issue payment invoice for the corresponding instalment for the client to settle, after which we will move onto the next stage of the project. 5. If client applies for the government's Technology Voucher Program (TVP) with a commitment to our system and is awarded the subsidy, but the client decides not to take the subsidy and not to proceed with the project, the client is obligated to pay a HKD $10,000 administrative fee to our company for the administrative work our company have provided during the application of the TVP process. Intellectual Property 1. Clients has the right to use the products and services, while the intellectual property rights belong to our company, without our written consent, client shall not sell, lease or transfer the product or services. If the contract involves software development services, unless otherwise specified, the source code of the software is not included (hereinafter: the source code). 2. Client shall not sell, lease, transfer or use our source code in other software, if client violates the agreement, we reserve the legal right and the right to claim the loss from client. 3. If the client needs to obtain the source code of the software, we will charge up to an additional 40% for the total software development fee. 4. Software development services may involve our proprietary technology and third party's software tool whose software will only be provided in compiled or encapsulated format. Disclaimer 1. We will not bear any loss or liability arising from the following conditions: 2. False or fake statements made by the client, whether intentionally or unintentionally, and violations of any applicable local, national or international law. 3. Content directly or indirectly provided by client for any infringement of privacy, patents, trademarks, trade secrets, copyrights, or other proprietary rights. 4. Including, but not limited to, causing clients to profit, goodwill, use, information or other intangible losses. 5. Any system influence or services that could not be provided in whole or in part caused by third-party or any other force majeur factors (such as earthquakes, fires, floods, power outages, etc.) 6. Data leakage or system downtime due to system errors, vulnerabilities or hacking etc... 7. Delays or suspensions due to client increased project requirements or failure to provide the required materials for the project. 8. The client is unable to provide a good installation and operation environment for the system. 9. When the client utilize ‘developer mode’ within our ERP system without our knowledge, and results in self-induced disruption of the system, including but not excluding: settings & configuration problems, data loss, customization disruption, system errors, etc., Upon such a situation, the client must employ our company as a regular project to make the necessary repairs to revert the system to its original un-interrupted form. Design Service 1. Unless otherwise specified, otherwise the web or graphic design service does not include logo and banner design, photo and video shooting, photo copy right or license, data entry, scanning, data translation and migration, photo re-touching and illustration service. If the client requires services/products which is not included, we will quote separately for the relevant required services. 2. ERP Website or Eshop Start Up Service does not constitute as a design service. It is a service to assist client to build a foundation of their website or eshop based on the information the client provides within the questionnaire provided by us. 3. ERP Website or Eshop Start Up Service will strictly be conformed with the standard layout & template as well as the questionnaire provided to the client, if the client requests for anything outside of the template and questionnaire, we have the right to refuse the requests or charge extra. 4. ERP Website or Eshop Start Up Service will not provide any amendment services, client will be responsible for their own content management and amendments. Maintenance Service 1. Maintenance service will provided for the time duration as indicated on the contract, and upon expiration or termination of the service, our company will be exempt from the responsibility of continuing to perform the maintenance. 2. During the maintenance period, our company will provide clients with general functional inquiry, technical support and software debugging services. 3. All products and services supplied by third parties will be maintained by the relevant product or service provider in accordance with their terms. 4. If the damage is caused by improper use by the client, the relevant maintenance costs will be borne by the client. 5. Unless otherwise specified, our company will only handle client inquiries by telephone, email or electronic communication programs as specified in their relevant maintenance service plans. Hosting and Domain Service 1. Unless otherwise stated in the contract, the service does not include user software settings, data review, input, migration, backup, and training. 2. Fees will be charged on an annual basis for at least one year and customers will be required to pay the service fee by yearly basis. 3. If the client wants to suspend the service, he/she must notify our company in writing at least one month prior to the expiration of the contract, and all payments made will not be refunded. 4. Our company will only arrange the service application and renewal process after receiving the payment from the client. The client will need to reserve at least seven working days for the company to go through the relevant procedures. 5. If client fails to pay the outstanding amount, we reserve the right to stop the service immediately without further notice. 6. The technical specification is an estimated value and is provided for reference only.