TERMS OF SERVICE
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OVERVIEW
This website is operated by Collab Studio Company Limited. Throughout the site, the terms “we”, “us” and “our” refer to Collab Studio Company Limited. Collab Studio Company Limited offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
SECTION 1 – ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 – PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 – THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 – PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy.
SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 – PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:
(a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Collab Studio Company Limited, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless Collab Studio Company Limited and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Unit No 2 on 16th Floor Professional Building, Nos. 19-23 Tung Lo Wan Road, Hong Kong
SECTION 19 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at [email protected].
GENERAL TERMS AND CONDITIONS OF SERVICE AGREEMENT
This General Terms and Conditions of Service Agreement shall be effective upon the date on which the Customer has confirmed the quotation issued by Collab Studio Company Limited (the “Company”).
SECTION 1. DEFINITIONS
1.1. Definitions. In this Agreement, the following terms will have the following meanings:
“Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). For purposes of this definition, an entity shall control another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity.
“Agreement” means this agreement, the quotation, schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;
“Business Day” means any day other than a Saturday, Sunday or statutory holiday in Hong Kong;
“Confidential Information” means any and all documents, data and information which is furnished or disclosed by or on behalf of a Party and/or any of its Affiliates (collectively, the “Disclosing Party”) to the other Party and/or any of its Affiliates (collectively, the “Receiving Party”) and that: (a) is by its nature confidential or proprietary, (b) is designated by the Disclosing Party as confidential or proprietary, or (c) the Receiving Party knows or ought reasonably to know is confidential or proprietary information, whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations by the Receiving Party, including, but not limited to, trade secrets and technical, financial or business information, customer information, business processes, personal information, commercial activities, products under development, development plans, supplier information, forecast strategies, financial plans, intellectual property, research, documentation, designs, drawings, specifications, interfaces, hardware, computer programs and other technologies, databases, algorithms, inventions (whether patentable or not), data, ideas, concepts and know-how. Confidential Information disclosed in tangible or electronic form may be identified by Disclosing Party as confidential with conspicuous markings, or otherwise identified with a legend as being confidential, but in no event shall the absence of such a mark or legend preclude disclosed information which would be considered confidential by a Party exercising reasonable business judgment from being treated as Confidential Information by Receiving Party. Confidential Information does not include information that: (i) was in the public domain at the time it was disclosed, (ii) becomes part of the public domain without breach of this Agreement, (iii) is disclosed with the written approval of the other Party, (iv) the Receiving Party can demonstrate with documented evidence was independently developed by the Receiving Party without using such Confidential Information, or (v) is or was disclosed by a third party without an obligation to keep such information confidential;
“Deliverables” means the items to be developed and delivered to Customer by Consultant as set out in the Quotation;
“Effective Date” means the date on which as shown in the Quotation;
“Expiration Date” means the date on which as shown in the Quotation;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Intellectual Property Right” means any right that is or may be granted or recognized under any applicable legislation regarding patents, copyrights, neighboring rights, moral rights, trade-marks, trade names, service marks, industrial designs, mask work, integrated circuit topography, privacy, publicity, celebrity and personality rights and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing;
“Performance Standards” means the service levels, performance standards, Specifications, delivery schedules and deadlines according to which the Services and Deliverables are to be provided as set out in the Quotation and any applicable government standards, laws or regulations and industry standards;
“Services” means the services to be performed by Consultant for Customer as set out in the Quotation;
“Specifications” means the specifications applicable to any Deliverable, as set out in a Quotation;
“Quotation” means the description of the Services, the Deliverables, the Performance Standards as annexed with this Agreement;
“Work” means the Goods, Services and/or the Deliverables.
SECTION 2. SCOPE
2.1. Work. Consultant shall perform and/or deliver the Work set out in the Quotation in accordance with the terms and conditions of this Agreement.
2.2. Resources. Consultant will provide the facilities, personnel, hardware, software, telecommunication services and other resources as set out in the Quotation. For any other services or items that are not included in the Quotation will be subject to additional charges, further details of which will be separately quoted by Consultant.
SECTION 3. TERM
3.1. Term. This Agreement shall commence on the Effective Date and automatically expire after the Services have been provided to Customer or in accordance with the terms of the Quotation.
SECTION 4. CHANGES TO THE WORK
4.1. Changes. Customer may be entitled to request for additions, deletions, amendments or any other changes to the Quotation or Work including, without limitation, the Specifications but subject to any additional costs and expenses as informed by the Consultant may give due consideration to all such change requests. Consultant will revert to Customer whether it is able to comply with the request, and any costs or other changes required to the Agreement to comply with such request. If Customer accepts Consultant’s proposal to implement the requested changes, Customer shall sign the amended Quotation with payment made to the Consultant.
SECTION 5. PAYMENT
5.1. Prices. In consideration of the complete and proper fulfillment of Consultant’s obligations in accordance with the terms and conditions of this Agreement, Customer agrees to pay Consultant the fees set forth in Quotation annexed hereto (“Prices”) and the Prices shall be fixed for the Term.
5.2. Invoicing. Consultant shall issue an invoice to Customer in accordance with the payment schedule or stage in the Quotation, and Customer shall settle the payment in accordance with the timelines in the said invoice, failing which Consultant will not commence or continue with any work, and all the completion schedules shall automatically be extended, without prejudice to any other rights to which that Consultant is entitled .
5.3. Taxes. The Prices exclude applicable taxes, which the same includes without limitation to all sale, retail, use, goods and services, harmonized or value added, excise and similar taxes imposed, levied or accessed by any governmental authority. Customer shall be fully responsible for such taxes.
5.4. Payment. The Customer shall make payment in accordance with the timelines as set out in the Quotation or invoice and shall not have any right to set-off or deduct or withhold payment for whatsoever reasons. Consultant shall be entitled to suspend provision of Services or terminate the Quotation and/or this Agreement without any refund made to the Customer. Consultant shall be further entitled to claim against Customer for the remaining unpaid fees pursuant to the Quotation, regardless of whether such part of Services or Work have already been provided or completed.
5.5. For any late payment, Consultant is entitled to claim 1% per day on the overdue sum as late charge.
SECTION 6. REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1. Consultant represents warrants and covenants to Customer as follows:
6.1.1. Consultant shall perform, or cause to be performed the Work and fulfill its obligations hereunder with reasonable skill, care and diligence;
6.1.2. Consultant has the necessary corporate power, authority and capacity to perform its obligations under this Agreement, and Consultant’s entry into this Agreement has been duly authorized by all necessary corporate action on behalf of Consultant;
6.1.3. this Agreement has been duly executed and delivered by Consultant and is a valid and binding obligation of Consultant enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency and other legislation affecting creditors’ rights generally;
6.1.4. Consultant is financially solvent, able to pay its debts as they mature, and possesses sufficient working capital to perform all duties and obligations under this Agreement and to satisfy all the terms and conditions of this Agreement.
SECTION 7. CONFIDENTIALITY AND PUBLICITY
7.1. Use/Safeguarding of Confidential Information. Any and all Confidential Information and proprietary information of the Parties observed, communicated to and howsoever received by the other (which shall include any employees, independent contractors, advisors and agents) before, after or during the execution of the Agreement and/or any applicable Quotation(s) shall be regarded as disclosed or received in strict confidence. Receiving Party shall not use Disclosing Party’s Confidential Information for the benefit of the recipient or for the benefit of any other person, or entity or for any purpose other than to strictly exercise or perform its rights or obligations under this Agreement. Receiving Party shall not copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose, disseminate or otherwise communicate, in whole or in part, Disclosing Party’s Confidential Information to any third party, without the prior written consent of Disclosing Party. Receiving Party shall have a fiduciary duty to protect Confidential Information, and further agrees that it shall safeguard Disclosing Party’s Confidential Information from disclosure and, at a minimum, use efforts commensurate with those Receiving Party employs for protecting the confidentiality of its own Confidential Information which it does not desire to disclose or disseminate, but in no event less than reasonable care. Immediately upon termination or expiration of the Agreement, or at the demand of Disclosing Party, Receiving Party shall delete Disclosing Party’s Confidential Information (and any and all permitted copies thereof) and will cause any authorized persons (including without limitation to any Receiving Party’s subcontractors and agents), to whom disclosure was made to do the same..
7.2. Use of Customer’s Name and other Information. Consultant may use in its publicity, advertising, press releases, marketing literature, or other publicity matters either Customer’s or Customer’s Affiliates’ name and/or trade-mark(s) and/or information in relation to the projects or Services, the fact that it has signed this Agreement with Customer, or any information which may reasonably be seen to imply that Consultant has entered into an agreement with or has a relationship with Customer or its Affiliates without first obtaining Customer’s prior written approval.
7.3. Remedies. Receiving Party agrees that Disclosing Party may be irreparably injured by a breach of this Agreement and that Disclosing Party may be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any action instituted in any court having subject matter jurisdiction, in addition to any other remedy to which Disclosing Party may be entitled at law or in equity in the event of any breach of the provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
7.4. Permitted Disclosure. Disclosure of Confidential Information of the Disclosing Party by the Receiving Party shall be permitted if such Confidential Information is required by order of a lawful authority to be disclosed by the Receiving Party, and in such case the Receiving Party shall immediately notify the Disclosing Party and shall cooperate with the Disclosing Party in objecting to such requirement or obtaining an appropriate protective order or other reliable assurance that confidential treatment will be afforded to such Confidential Information prior to disclosing such Confidential Information. Notwithstanding the foregoing, Consultant shall be entitled to disclose Confidential Information to its affiliates, subsidiaries, holding companies, and sub-contractors engaged by Consultant to render the Services.
7.5. Neither party shall obtain any rights, title or interest of any sort in or to other party’s Confidential Information.
7.6. All confidentiality obligations will survive termination of this Agreement until such time as such information no longer meets the definition of Confidential Information. Each party acknowledges that as failure to comply with the provision of this Section 8 may cause irreparable harm to the other party, which may not be adequately compensated through monetary damages. In such event, the Parties hereby agree that the injured party may seek injunctive or other equitable relief as appropriate.
7.7. For the avoidance of doubt, Consultant shall not be liable for disclosure of Confidential Information beyond its reasonable control including but not limited to system being hacked or attacked maliciously.
SECTION 8. PROPRIETARY RIGHTS
8.1. Ownership. Except as otherwise specifically provided in this Agreement or Quotation or the materials solely provided by the Customer or as otherwise agreed to by the Parties in writing, all Deliverables, including any software, data, records, materials, symbols, inventions, reports and other intellectual property that have been prepared, created, written or recorded in association with the Deliverables by either Party, including any Affiliates or subcontractors of either Party, together with any Intellectual Property Rights therein (all of which shall be collectively referred to as the “Work Products”), shall be solely owned by Consultant.
SECTION 9. WARRANTY AND LIMIATION OF LIABILITY
9.1. Warranty. Consultant warrants that the Work shall be provided in a workmanlike manner consistent with the Specifications as in the Quotation. This warranty will be in effect for a period of thirty (30) days from date of completion (“Warranty Period”) and shall cease to be in effect upon the expiry of warranty period. .
9.2. Limitation of Liability. In no event shall Consultant be liable for any indirect, special, incidental, consequential, punitive or exemplary damages, including, without limitation, loss of revenue or loss of profits, regardless of the form of action, whether in contract or in tort including negligence. In the event that Consultant is held to be liable by the competent authority, the maximum amount for which Consultant is liable shall be capped at 50% of the fees received by Consultant. The provisions of this section shall survive the termination or expiration of this agreement.
SECTION 10. TERMINATION
10.1. Insolvency. Consultant may terminate this Agreement including the Quotation, effective immediately upon written notice to Customer, if Customer is (i) subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, (ii) has been appointed a receiver, (iii) assigns its property to its creditors or performs any other act of bankruptcy, or (iv) becomes insolvent and cannot pay its debts when they are due.
10.2. Material Breach. In addition to any other rights and remedies available to Consultant , Consultant may immediately terminate this Agreement or Quotation in the event of a material breach by Customer of its obligations hereunder or under the Quotation, including but not limited to any of the representations, warranties and covenants hereunder, provided that such breach is not cured within fourteen (14) days of notification by Consultant of such breach.
10.3The Company reserves the right to terminate services to any individual at any time, without the need for explanation or prior notice.
SECTION 11. DISPUTE RESOLUTION
11.1. Escalation Procedure. If the Parties are unable to settle a dispute arising from this Agreement, then notice shall be provided to the respective authorized representatives of the Parties. In the event such representatives are not able to resolve the dispute within five (5) Business Days of the receipt of such notice, then such dispute shall be escalated to the immediate supervisors of such representatives, who shall have an additional five (5) Business Days to resolve such dispute. In the event the dispute remains unresolved after the expiry of such period, then either Party may request that the matter be brought to the courts of Hong Kong.
11.2. No Continued Performance. In the event that the Parties are unable to resolve the dispute, Consultant shall be entitled to suspend provision of its services or terminate the Agreement. Customer shall settle the payment within 5 days upon receipt of the invoice .
11.3. Injunctive Relief. Notwithstanding the provisions of this Section, each Party shall retain the right, and nothing shall prevent either Party from seeking immediate injunctive relief if, in its business judgment, such relief is necessary to protect its interests prior to utilizing or completing the dispute resolution processes described in Section 13.1, including, without limitation, in respect of a claim by a Party based on a breach of the confidentiality obligations herein.
SECTION 12. GENERAL PROVISIONS
12.1. Schedules. Schedules annexed hereto as agreed by the Parties in writing shall be deemed as part of this Agreement.
12.2. Assignment. Consultant may assign in whole or in part of this Agreement without Customer’s prior written consent. Unless with prior approval by Consultant, Customer shall not assign in whole or in part of this Agreement.
12.3. Subcontracting. Consultant shall be entitled to subcontract any Services in whole or in part without the prior written consent of Customer but will remain responsible for the works done by the sub-contractor unless otherwise as mutually agreed by the Parties.
12.4. Relationship of Parties. Consultant is an independent contractor of Customer. This Agreement shall not be construed to and does not create a relationship of agency, partnership, employment or joint venture. Neither party shall not have the authority or discretion to enter into any agreement, contract or understanding that legally binds the other party or to otherwise assume, create or incur any obligations or liabilities on behalf of the other party except as expressly provided for in this Agreement.
12.5. Force Majeure. No Party to this Agreement shall be liable to the other Party for any failure or delay in fulfilling an obligation hereunder, if said failure or delay is attributable to circumstances beyond its control, including, but not limited to, any fire, labor dispute, government measure, acts of God, war, acts of terrorism, riots, strikes, civil unrest, or unusual traffic delays (“Force Majeure Event”). If either Party determines that it is unable to perform any of its obligations hereunder as a result of a Force Majeure Event, it will notify the other Party in writing and this Agreement shall terminate with all responsibilities to be discharged accordingly.
12.6. Survival. Any provision of this Agreement, which contemplates or may be construed reasonably to contemplate performance or observance subsequent to any termination or expiration of this Agreement will survive the termination or expiration of this Agreement.
12.7. Time of Essence. Time is of the essence in any matter relating to the performance of this Agreement. Save and except for the provisions under this Agreement, expiration of the deadlines for completion of a Party’s obligations hereunder shall constitute notice of default, without any further action or notice being required from the other Party.
12.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.
12.9. Notices. All notices under the terms of this Agreement shall be given in writing and sent by registered mail, electronic or facsimile transmission or shall be delivered by hand to the respective Parties’ address as shown in the Quotation. All notices shall be presumed to have been received when they are hand delivered, or three (3) Business Days of their mailing or on the Business Day following the day of electronic or facsimile transmission with receipt of success transmission thereof.
12.10. Severability. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.
12.11. Waiver. A waiver or modification of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived. The failure by either Party to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either Party of any breach of this Agreement, will not prevent any subsequent enforcement of such term or obligation and will not be deemed a waiver of any subsequent breach.
12.12. Remedies Cumulative. No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.
12.13. Business Days. Any payment or notice that is required to be made or given pursuant to this Agreement on a day that is not a Business Day shall be made or given on the next Business Day.
12.14. Conflicts. In the event of any conflict or inconsistency between the terms of the main body of this Agreement and any Schedule and Quotation, the terms of the main body of this Agreement shall prevail, unless otherwise expressly indicated and subject to any applicable provisions or laws. The terms of this Agreement shall supersede all terms and conditions set out by Customer in whatsoever form.
12.15. Amendment. This Agreement may only be amended by written agreement duly executed by authorized representatives of the Parties.
12.16. Entire Agreement. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior promises, communications, representations or understandings, whether oral or written.
12.17. Counterparts. The Parties agree that this Agreement may be executed by facsimile transmission or other electronic means and that the reproduction of signatures by facsimile, other electronic means or similar device shall be treated as binding as if originals, and each Party agrees and undertakes to provide the other Party with a copy of the Agreement bearing original signatures forthwith upon request by the other Party. The Parties also agree that this Agreement may be executed in counterparts, each of which taken together shall constitute one single Agreement between the Parties.
12.18. No Contra Proferentum. This Agreement has been negotiated and approved by the Parties. Notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty shall not be construed against either of the Parties by reason of the authorship of any of the provisions of this Agreement.
12.19. Non-Solicitation. Neither party will solicit or entice away from the other any person who is, or was, engaged as personnel involved in the provision or receipt of Services hereunder. This does not stop a party from employing an employee of the other party if such person responds to a legitimate recruitment advertisement for staff not targeting at the other party’s personnel. This section will apply from the relevant Quotation end date, or the end date of an individual providing Services under the latest or last Quotation under this Agreement until 12 months after the completion of the relevant Services.
12.20. Rights of Third Parties. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong).
12.21 In the event of any disputes, the Company reserves the right to the final interpretation of these terms.