General Terms and Conditions
GENERAL TERMS AND CONDITIONS
Last updated: 9th May 2016
- LinSon Business Consulting have set out in this document our basic terms and conditions of business (the “Terms”), which, together with our Engagement letter (together called “this Agreement”), will apply to all work LinSon Business Consulting undertakes for you (the “Client”) with respect to this engagement.
- For the purposes of the Terms, “LinSon Business Consulting” includes its partners, employees and all its related entities.
2. Your obligations
- You agree to pay for the Services in accordance with this Agreement.
- You will provide LinSon Business Consulting promptly with such information as may reasonably be required for the proper performance of the Services, including access to appropriate members of your staff, records, information, technology, systems and premises.
- You will ensure that all information is true, correct and complete whether provided by you, or by others on your behalf.
- You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.
- You shall arrange access to third parties where applicable.
- You shall make any decisions promptly to facilitate the performance of the Services.
- You undertake that, if anything occurs after information is provided by you to LinSon Business Consulting, to render such information untrue, unfair or misleading, you will promptly notify LinSon Business Consulting and, if required by LinSon Business Consulting, take all necessary steps to correct any announcement, communication or document issued which contains, refers to or is based upon, such information.
3. Performance of our services
- LinSon Business Consulting will provide the services set out in our Engagement Letter (the “Services”) and will use all reasonable efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.
4. Benefit of advice
- Unless otherwise specifically stated in the Engagement Letter, any advice or opinion relating to the Services is provided solely for your benefit and may not be disclosed in any way, including any publication on any electronic media, to any other party and is not to be relied upon by any other party.
- During the supply of our services, we may supply oral, draft or interim advice, reports or presentations but in such circumstances our written advice or final written report shall take precedence. You should place no reliance on any oral, draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us and we will provide documentary confirmation of the advice.
- LinSon Business Consulting shall not be under any obligation in any circumstance to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
- Both parties acknowledge that they may, in the course of the engagement, be exposed to or acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence, and not to divulge such information except as may be required by law or judicial process, by any persons or bodies responsible for regulating that party’s business (including any regulatory or accounting profession supervisory authorities in Hong Kong SAR or elsewhere), as required by a party’s internal policies or as the party reasonably determines is necessary to protect its own legitimate interests.
6. Electronic mail
- We will communicate with you electronically. You consent to us sending Electronic Communications to you.
- Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information to you.
7. Fees, expenses and payment terms
- We may revise our fee scale from time to time. Rates quoted to you remain in force until next 31st March. We may increase our fees for any work performed after those dates. We reserve the right to change our rates outside these dates and will communicate any such change directly to you. Where we inform you in advance, out-of-pocket expenses incurred in connection with the engagement will be charged to you.
- Accounts are to be paid within seven (7) days of the billing date. If they are not paid by this date, we may charge interest on any amounts not paid by you when due and such interest may be accrued until the date of payment in addition to a HKD 500 administrative fee. The interest will be calculated at a prime rate equivalent to the rate charged from time to time by the Hong Kong and Shanghai Bank or interest rate of 1.5% per month or 18% per annum.
- Accounts are to be paid prior to work being performed, as set out in the Engagement Letter except where otherwise mentioned. Work will not be performed until payment is received. This may result in delays in LinSon Business Consulting performing services in a timely manner. Such delays may incur additional charges by LinSon Business Consulting or imposed by external regulatory bodies which are to be payable by you.
- We may take action necessary to recover unpaid fees and charges. You are liable to pay costs including debt collection, commission, solicitors fees and any out of pocket expense. Accounts that are not rectified within four (4) days may be suspended or terminated in accordance with Clause 9.
- If we are required (pursuant to any order, subpoena, directive or other legal or regulatory process) to produce documents and/or information, answer enquiries, attend court or meetings or deal with any similar requests in relation to the Services for, or by, any judicial, regulatory, administrative or similar body or entity (including without limitation, any foreign regulator or similar), you shall reimburse us at standard billing rates for our professional time and expenses, including reasonable legal fees, incurred in dealing with those matters.
8. Problem resolution
- If at any time you would like to discuss with us how the Services could be improved or if you have a complaint about them, you are invited to telephone LinSon Business Consulting. We will investigate any complaint promptly and do what we can to resolve the difficulties. The preferred channel for any problem resolution is to email firstname.lastname@example.org so as it can be properly documented and resolved.
- If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.
- In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Services will not affect your obligation to pay us for Services rendered to the date of suspension.
9. Term and Termination of Agreement
- The company will provide the package of services for a minimum duration of six (6) months from the start date of the chargeable period. This Agreement will apply from the commencement date stated in the Engagement Letter, or where no commencement date is specified, from the date of acceptance of the Agreement as specified in our Engagement Letter or the date on which the Services commenced, whichever is earlier.
- During the first six (6) months of the agreement, the client can terminate the agreement at any time, by writing to us at email@example.com and thereafter paying the balance of the first six (6) month’s fees.
- After the first six (6) months, the client can terminate the agreement at any time by writing to firstname.lastname@example.org and giving thirty (30) days written notice of the intention to terminate.
- LinSon Business Consulting may terminate this Agreement at any time by giving at least thirty (30) days written notice. If monthly subscription fees are not paid, we reserve the right to suspend or terminate your account within four (4) days. On termination, LinSon Business Consulting is not obligated to perform any of the Services. On termination, you shall immediately pay, on request, all fees and expenses due in respect of the Services provided up to the date of termination and, unless the Agreement is terminated for cause, you will pay our reasonable costs and expenses incurred in connection with the termination of the Agreement. We may retain our working papers and documentation or software prepared by us and any other documentation on which our Services are based to enable us to maintain a professional record of our involvement. You may retain your originals and any copies of our reports and letters made in accordance with the provisions of this Agreement.
- Termination must be effected by written notice served on the other.
- We may terminate the Terms at any time, without notice, if:(a) we consider that a request for a Service is inappropriate or for any improper, immoral or unlawful purpose(b) if you fail to provide us with clear or timely instructions to enable us to provide the Services(c) we consider that our working relationship has broken down including a loss of confidence and trust(d) for any other reason outside our control which has the effect of compromising our ability to perform the work required within the required timeframe; or(e) you fail to pay an Invoice within thirty (30) days of the due date.
This is in our sole and absolute discretion.
- Termination under this clause shall be without prejudice to any rights that may have accrued for either of us before termination and all sums due to us shall become payable in full when termination takes effect.
10. Limitation of liability
- In this section, we set out, and you accept, the limitations which apply to our liability to you should you have reason to make a claim against us. The limitations and exclusions are accepted by both of us to be fair and reasonable, given the duties we are undertaking, the sums to which we are entitled and the availability (and cost) of insurance.
- Nothing in these Terms excludes, restricts or modifies the application of the provisions of any statute where to do so would contravene that statute or cause any part of these Terms to be void.
- These Terms, and the Engagement Letter, are the only communications governing our relationship. Subject to clause 11.2, LinSon Business Consulting expressly excludes and will have no liability for any statements, representations, guarantees, conditions or warranties, including any which may be implied by statute, common law or custom or which arise from oral or written communications with you, which are not expressly contained in this Agreement. If any representations are of importance to you, you should ensure that they are expressly set out in the Engagement Letter before signature.
- You agree that LinSon Business Consulting‘s liability for any loss or damage suffered by you (whether direct, indirect or consequential) in connection with the Services, including (without limitation) liability for any negligent act or omission or misrepresentation of LinSon Business Consulting, shall be limited to an amount equal to ten (10) times the reasonable charge for the Services. You agree to release LinSon Business Consulting from all claims arising in connection with the Services to the extent that LinSon Business Consulting‘s liability in respect of such claims would exceed that sum.
- If LinSon Business Consulting is liable for a breach of any warranty in respect of Services not of a kind ordinarily acquired for personal, domestic or household use or consumption, LinSon Business Consulting‘s liability under that section is limited to the supplying of the Services again or the payment of the cost of having the Services supplied again, whichever LinSon Business Consulting, in its absolute discretion, elects.
- To the extent permitted by law, you agree that to the extent that any loss or damage suffered by you is attributable to negligence, fault or lack of care on your part or on the part of any person for whom you are responsible; LinSon Business Consulting is not liable (in contract, tort or otherwise) for the loss or damage.
- You agree to indemnify and hold harmless LinSon Business Consulting against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings, whatsoever incurred by LinSon Business Consulting in respect of any claim by a third party arising from or connected to any breach by you of your obligations under this Agreement.
- LinSon Business Consulting shall not be liable for any losses, claims, expenses, actions, demands, damages, liabilities or any other proceedings arising out of reliance on any information provided by you or any of your representatives, which is false, misleading or incomplete. You agree to indemnify and hold harmless LinSon Building Consulting from any such liabilities we may have to you or any third party as a result of reliance by LinSon Business Consulting on any information provided by you or any of your representatives, which is false, misleading or incomplete.
- In the event of any inconsistency between clauses 10 and 11, clause 11 shall prevail.
13. Force majeure
- No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
- In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
14. Contractors and Third Parties
- We reserve the right to employ contractors, and any reference to our staff includes contractor staff. Subject to any contrary provision in our Engagement Letter we will remain liable to you for any of the Services that are provided by our contractors.
15. Governing law and jurisdiction
- Unless otherwise specified in the Engagement Letter, this Agreement and all aspects of our engagement and our performance of the Services are governed by, and construed in accordance with, the laws applicable in Hong Kong. Both you and we agree to irrevocably submit any disputes arising under this agreement to the exclusive jurisdiction of the courts of that country.
- No variation of this Agreement will be valid unless confirmed in writing by authorised signatories of both parties, or the packaged offering is updated electronically and the acceptance of terms & conditions for the new packaged offering are accepted on or after the date of signature (digital or otherwise) of the Engagement Letter.
17. Intellectual Property
- General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of LinSon Business Consulting (or its licensors).
- Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain your property. However, Your access to the Data is contingent on full payment of the LinSon Business Consulting Access Fee when due. You grant LinSon Business Consulting a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
- Backup of Data: You must maintain copies of all Data inputted into the Service. LinSon Business Consulting adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be any loss of Data. LinSon Business Consulting expressly excludes liability for any loss of Data no matter how caused.
- Third-party applications and your Data. If You enable third-party applications for use in conjunction with the Services, You acknowledge that LinSon Business Consulting may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third-party applications with the Services. LinSon Business Consulting shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
18. Access conditions:
- You agree to the Terms & Conditions of Xero™. You understand that LinSon Business Consulting may sign-up and agree to the Terms & Conditions of Xero™ on your behalf, unless clearly requested by you before engaging the services of LinSon Business Consulting.Xero™ Terms & Conditions are available at www.xero.com/us/about/terms
- You understand that LinSon Business Consulting may sign-up and agree to the Terms & Conditions of other third party solutions on your behalf, unless clearly requested by you before engaging the services of LinSon Business Consulting.
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify the software provider in question of any unauthorised use of Your passwords or any other breach of security and the software provider will reset Your password and You must take all other actions that LinSon Business Consulting and the software provider reasonably deems necessary to maintain or enhance the security of LinSon Business Consulting‘s/the Software Provider’s computing systems and networks and Your access to the Services.
- You agree that LinSon Business Consulting does not accept any liability for the content or performance of any third party website accessed through this website, not endorse or approve the contents of any such site. LinSon Business Consulting does not give any warranty that this website is free from viruses or anything else which may have a harmful effect on any technology.
- As a condition of these Terms, when accessing and using the Services, You must: not attempt to undermine the security or integrity of LinSon Business Consulting‘s or the software provider’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks.
- Not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website.
- Not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted.
- Not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
- It is a requirement that you must comply with Prevention of Bribery Ordinance (Cap 201). See the Hong Kong SAR government website for details www.legislation.gov.hk