OVERALL SERVICES

1. CLIENT ACKNOWLEDGEMENTS. You acknowledge and agree that: 

1.1. Tech Note has the right to use work developed for you, as well as your company name and logo(s), in its promotional material, in the context of showing its portfolio of work and clients. 

1.2. Tech Note endeavors to be thorough in checking all files before production, however, you hold the ultimate responsibility for signing off all proofs as production is ready. Once you have signed off on the proof, Tech Note is not liable for any charges that may occur due to errors. 

1.3. Tech Note can communicate with you and your staff through all methods of electronic communication, including but not limited to email (both individual emails and bulk emails including e-newsletters), SMS, and any other communication method we deem useful for delivering our services and communication to you. 

2. CLIENT RESPONSIBILITIES. For the purposes of providing services, you agree: 

2.1. To authorize Tech Note to manage all your digital processes for the purpose of fulfilling the services you have requested. 

2.2. You will identify clearly to Tech Note the approval process required if any when Tech Note manages your digital processes. If no approval process is specified, Tech Note will act in good faith when making changes and will seek verbal or written approval for changes it deems you should be consulted on. 

3. INTELLECTUAL PROPERTY LIABILITY. 

3.1. You represent and warrant that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Tech Note are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Tech Note and its subcontractors from any liability or suit arising from the use of such elements. 

3.2. If you intentionally or unintentionally include the names of your competitors or trademarked terms in your website or advertising, you do so at your own risk and accept all liability associated with such action. Without limiting the above, Tech Note may, but is not obliged to, at any time and in its sole discretion, remove competitor names or trademarked terms from advertising campaigns.

4. FEES. 

You agree to pay Tech Note any and all fee(s) for services provided. 

4.1. Payments are due according to the terms specified on each invoice. If terms are omitted from any invoice, that invoice is due 20 days after the end of the month the invoice is dated. 

4.2. Setup Fees are due prior to the specified work beginning. 

4.3. Tech Note reserves the right to delay starting work, or to pause existing work if a payment is overdue. When payment is made, the normal work process will resume. 

4.4. Tech Note reserves the right to refer any unpaid account to a Debt Collection Agency. Once the matter has been referred to a Debt Collection Agency, you will be liable for all collection fees including the Agency fees and commission(s) Tech Note would have to pay for this service. 

5. COPYRIGHT.

5.1. All digital processes, strategies, and business solutions that are created by Tech Note are the property of Tech Note and protected under copyright laws, until such time as the Client has settled all outstanding fees and accounts. At that time the Client will retain ownership of the material.

5.2. All code developed or provided by Tech Note (including but not limited to HTML, CSS, PHP, and SQL) is the property of Tech Note and protected under copyright laws. When the Client has settled all outstanding fees and accounts the Client is granted a non-exclusive license to use the code.

ORDERING SERVICES 

6. PLACING AN ORDER: You acknowledge and agree that: 

6.1. Services can be ordered from Tech Note through a variety of methods including, but not limited to signed contracts, order forms or quotes, email requests, online proposal acceptance, and verbal requests. 

6.2. Where a fixed quote is not provided for a job, both parties will act in good faith. Tech Note will track time spent on the work and charge an hourly rate. 

7. CANCELLATION OF SERVICES PRIOR TO COMPLETION. 

7.1. Once a signed agreement, quote, or order has been accepted by Tech Note, you will be responsible for full payment of all fees specified on the agreement, quote, or order. If you cancel the services for any reason prior to completion (other than as a consequence of Tech Note’s material breach of this Agreement or under your rights in clause 8.5), all Fees specified shall be immediately due and payable. If a Minimum Term is specified for any service, the Fees for the remaining Minimum Term shall be immediately due and payable. 

7.2. For any work undertaken where an agreement, quote, or order has not been approved, or where one has been approved but the work is to be charged at an hourly rate, if you decide to cancel the requested work prior to completion, you must give notice of cancellation in writing. Tech Note will reconcile the hours worked and will be entitled to payment for all outstanding Fees within 7 days. 

8. TERMINATION OF RECURRING SERVICES. You acknowledge and agree that: 

8.1. Recurring services include any service where a fee is recurring, such as, but not limited to, IT services, Business Intelligence Services, and CRM. The recurrence may be monthly, bimonthly, quarterly, half-yearly, annually, or any other recurrence frequency. 

8.2. The recurring services supplied by Tech Note may have a term stated on the quote, agreement, contract, or order form. 

8.3. Where the term is a Fixed Term, the services automatically terminate when the term is complete. 

8.4. Where the term is a Minimum Term, or no term is stated, you must give written notice to Tech Note to terminate the services. The final day that the services will be provided (“Termination Date”) will be either the last day of the Minimum Term or the last day of the month following the month the notice was received, whichever is later. 

8.5. If any service is designated as having an Early Termination Option, or if the quote states that we will not hold you to the minimum term, you can cancel the service prior to the Minimum Term, without needing to pay for the remainder of the Minimum Term, and with no other financial penalty, provided that 

(i) You are genuinely dissatisfied with either the results or Tech Note’s performance of the service (ii) You discuss your dissatisfaction with Tech Note verbally 

(iii) You then give Tech Note at least 21 days to fix the areas in which you are dissatisfied, and 

(iv) If at the end of that period you are still genuinely dissatisfied, you give Tech Note 7 days’ written notice that the services are to be terminated

This clause supersedes clause 8.1. 

8.6. Services are terminable by the client only in accordance with the above provisions (8.1 – 8.5), or as a consequence of Tech Note’s material breach of this Agreement. 

8.7. Tech Note may terminate this Agreement and access to the services, with or without cause of any type or nature, with 21 days’ notice. 

8.8. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. In the event of any termination, you shall remain liable for any amount due for services delivered by Tech Note prior to the Termination Date. 

8.9. You must pay all Fees that accrue prior to the Termination Date.

OTHER IMPORTANT LEGAL STUFF 

9. INDEMNIFICATION. 

You, the client, agree to defend, indemnify and hold Tech Note, its sub-contractors, partners, and the respective directors, officers, and employees of each, harmless from and against any and all claims, losses, damages, liabilities, and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the services, except to the extent the foregoing directly result from Tech Note own gross negligence or willful misconduct. Tech Note reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, the client. 

10. GENERAL. 

10.1. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. 

10.2. This Agreement and the relationship between you and Tech Note shall be governed by the laws of Hong Kong. Any action by either party hereto arising out of or in connection with this Agreement or the Service shall be brought to a court of competent jurisdiction located in Hong Kong. 

10.3. Nothing in this Agreement gives rise to or is intended to give rise to a relationship between Tech Note and you of employee and employer, principal and agent, or partnership. 

10.4. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns. 

10.5. You may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Tech Note. 

10.6. Tech Note reserves the right to assign subcontractors to services. 

10.7. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. 

10.8. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision. 

11. LIMITED LIABILITY. 

In no event shall Tech Note be liable to you for any indirect, special, exemplary, or consequential damages, including any implied warranties arising from a course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. Tech Note makes no warranty of any kind, whether express or implied, concerning to any third-party products, third-party content, or any software, equipment, or hardware obtained from third parties. 

12. CONFIDENTIALITY. 

The parties agree to hold each other’s proprietary or confidential information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, notes, or financial information. Proprietary or Confidential Information shall not include any information which: 

(i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party

(ii) was previously known to the receiving party or rightly received by the receiving party from a third party

(iii) is independently developed by the receiving party; or 

(iv) is subject to disclosure under a court order or other lawful processes

The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. 

13. FORCE MAJEURE. 

Neither party will be liable for or will be considered, to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.