Terms of Service
Terms and Conditions
1. abss will provide the Services in accordance with the Project Brief provided and Final Works duly approved by the Client.
2. abss solely relies on the information provided by the Client, based on its submitted Project Briefs and is under no obligation to validate the completeness, accuracy and availability for use of submitted logos, trademarks, designs etc. The Client acknowledges that abss shall have no obligation or duty to perform trade or Services mark search or inquiry to validate the availability and legality for use of provided material, design or contents. In the event of obvious or patent exposure for copyright, trademark or patent breach, abss has the right to refuse, at its sole discretion, to deny service.
3. Requests for revisions and modifications after approval of Final Works shall be subject of separate hourly billing.
a. The Client shall pay the agreed fees for the completed Services within seven (15) days from receipt of the Invoice through the following method:
Electronic Funds Transfer (EFT)
Beneficiary Bank: The Hongkong and Shanghai Banking Corporation (HSBC)
Beneficiary Bank Address: 1 Queen’s Road Central, Hong Kong
Beneficiary Name: abss interactive Limited
Beneficiary Account Number: 809-771769-838 (USD) or 809-771769-838 (EUR) or 809-771769-838 (HKD)
Beneficiary Bank SWIFT Code: HSBCHKHHHKH
b. Fees shall be exclusive of bank fees which shall be for the account of the Client. Late payments incur a fee of 5% per month.
c. Collection of related payments from any third party is a private matter of the Client and shall not affect the Client’s responsibility for payment to abss.
5. The Client shall ensure timely response to the abss team.
6. By engaging the Services of abss, the Client warrants that he is of legal age to enter into commercial contracts, or if a partnership or corporation, must be duly registered and existing under laws of jurisdictions where it is primarily operating. The Client also warrants that signatories to the Terms and Conditions are duly authorized to bind the entities that they represent.
7. The Client represents and warrants its compliance to all applicable laws, rules and regulations in relation to the use of abss’s Services. Specifically, the Client undertakes not to use the Final Works to (a) infringe copyrighted materials unless it is the copyright owner; (b) infringe any other intellectual property rights of others or on the privacy or publicity rights of others; (c) obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing acts directed against another person or entity; (d) illegal solicitation or marketing/advertising practices; (e) any other illegal activities.
8. Aside from the contents to which abss has right as mentioned in the immediately preceding paragraph, the Client shall not infringe and ensure the protection of abss and abss’s intellectual property rights to any design, material, media or other content shared and transmitted by virtue of the performance of the terms and conditions of these Terms of Service.
9. Intellectual Property
Unless agreed otherwise, the following rights will be granted to Client:
a. Final Works: Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, abss grants to the Client limited usage rights in the Final Works as set forth below. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by abss.
b. Exclusivity: For the duration of use, the Client shall have exclusive rights as set forth above.
c. Modification: The rights granted to the Client are for usage of the Final Works in their original form only. The Client may not crop, distort, manipulate, reconfigure, mimic, animate, edit, extract portions, intentionally alter the color of the Final Works, or otherwise create derivative works based on the Final Works. An exception to this clause are websites based on content management systems, as the nature of these websites includes the freedom to change text, images, and other content elements. The change of source code and the extension of the general functions of the content management system by the Client or third parties, however, is not included in this exception.
d. Transfer of Rights: Unless transferred in writing all Copyrights and the right to make modifications of the Final Works, as stated above, shall remain the property of abss. If the Client wants to avail the source files and/or create derivative works based on the Final Works, a fee amounting the cost of each individual Deliverable is applicable.
e. Liquidation for Unlicensed Use: the Client’s use of the Deliverables shall be limited to the usage rights granted herein for individual Projects only. In the event the Client, or its agents, uses Final Works or other Deliverables, including Preliminary Works and Working Files, or any derivative works thereof, for another project or outside the scope of the rights granted herein, abss shall be entitled to further compensation equal to fifty percent (50%) of the original Project fee unless otherwise agreed in writing by both parties.
10. The Client shall render abss free and harmless from any suit, action or claims arising from any copyright, trade or service mark infringement by virtue of the designs, logos, contents or materials submitted by the Client.
11. abss reserves the right to terminate the service/s at any time in case of any material breach of these Terms and Conditions, or any other agreement to which both abss and Client are both parties.
12. Each party acknowledges the other party’s proprietary interest in and title to all confidential and proprietary information, including information relating to their respective operations, employees, contractors, agents, customers, unique ideas, techniques data, drawings, designs, procedures, trade secrets, know-how, and processes (“Proprietary Information”). Proprietary Information does not include any information independently developed or acquired by a party without reference to the other, or information that is in the public domain. The parties hereby agree and confirm that they shall not claim any intellectual property rights over any of the Proprietary Information, or any other information derived therefrom.
a. During the term of this Agreement and thereafter, and except as may be required by law, each party: (i) shall keep the other’s Proprietary Information strictly confidential; (ii) shall protect the other’s Proprietary Information with the highest degree of care; iii) shall use the other’s Proprietary Information solely for the purpose of this Agreement; and (iv) shall not reproduce copy or duplicate the other’s Proprietary Information, or knowingly allow any person to do so without prior written approval of the owner thereof.
b. Neither party shall disclose, transfer or otherwise make available the other’s Proprietary Information to any third party. Company and Supplier agree that the other’s Proprietary Information may only be disclosed to those employees and contractors who have a need to know for the exclusive and single purpose of the execution of this Agreement.
c. Each party shall cause their respective officers, employees, and contractors to comply with this clause.
d. Except as may be required by law, neither party shall issue any press release or other public announcement concerning the Agreement without prior written consent of the other party (such consent not to unreasonably withheld or delayed).
e. The parties acknowledge that the unauthorized disclosure of Proprietary Information will give rise to irreparable damage or injury to the owner thereof and that monetary damages may be an insufficient remedy. Accordingly, the owner of Proprietary Information may seek and obtain injunctive relief against breach or threatened breach of the undertaking herein, in addition to any other legal remedies that may be available and damages that could be obtained by reason of such unauthorized disclosure.
f. Upon the termination of this Agreement, each party shall cease using the other’s Proprietary Information and return all copies thereof to the owner thereof within ten (10) days from the date of request.
g. Clauses contained in this section survive the termination of this Agreement.
13. abss, its affiliates and subsidiaries shall not be liable, whether under contract, tort, negligence or otherwise, for (a) losses not caused by the breach of the Terms and Conditions of this Agreement; (b) any loss or damage that was not a reasonably foreseeable consequence of abss breaching the Terms and Conditions of this Agreement; and (c) losses related to the Client’s business such as, but not limited to, loss of income, profit or business opportunity.
14. Cancellation: If it is necessary for the project to be cancelled at any time for any reason during the project the Client shall be liable for fees relating to the proportion of the project completed to the date of cancellation based on actual time incurred, and for any third party or external expenses which have been outlaid by abss in the delivery of the project.
15. Scope of Services: The quoted costs in a Proposal do not include any Services not stated. In the event that the Client requests for any changes in the scope of Services or the delivery date while it is in progress abss reserves the right to apply additional charges and/or extend the deadline in accordance with the change requested. Furthermore, should the Client request additional Services to be performed then such Services will be billed in addition to the above quotation. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original quotation.
16. Review, Revision & Alterations
a. The Client will be presented with documents, designs and programming versions and is entitled to one set of changes at each stage of production. Any changes thereafter will be charged to the Client accordingly.
b. Changes include amendments to size, layout, colour etc. but do not include the creation of additional content.
c. Cost Estimates are based upon delivery of accurate information at the inception of the project. If significant design or programming changes arise, which are not included in the initial delivery of information, we reserve the right to issue an additional estimate detailing additional costs.
d. abss will work to a pre-agreed timetable. Any changes or modifications, which increase the time beyond the pre-agreed timetable, will be accommodated after receiving an additionally signed Cost Estimate.
e. Over the course of production, the Client will be required to “sign off” on various stages and elements. Prompt feedback (and if deemed necessary a final signature) will be required before we will proceed to the next stage. Any delays and/or all costs incurred by the inability of the Client to respond promptly or by the Client’s retraction of decisions once time and money have been committed will be the sole responsibility of the Client.
These terms of service are governed by, and shall be constructed in accordance with the laws of Hong Kong SAR. All disputes arising out of or in connection with the project shall be submitted to the non-exclusive jurisdiction of the courts of Hong Kong SAR. In order to pursue legal proceedings abss reserves the right to take legal actions in the Client’s country.
Errors and changes reserved. Valid from January 01, 2016
abss interactive Ltd.
Room 1104, Crawford House, 70 Queen’s Road Central,
Central, Hong Kong SAR