Version date: 1.0 dated [19 March 2021]
THE TERMS OF SERVICE AS HEREAFTER SET FORTH ("AGREEMENT") SETS OUT THE BASIS WHICH INFO-TECH SYSTEMS INTEGRATORS (HK) LTD. (HEREAFTER KNOWN AS "INFO-TECH", "WE", "US" OR "OUR" AS THE CONTEXT REQUIRES) MAKES OUR APPLICATIONS AVAILABLE AT https://live.info-tech.com.hk/ OR THROUGH THE APP VERSIONS (COLLECTIVELY, THE "PLATFORM"). A REFERENCE TO THE "PLATFORM" INCLUDES BUT IS NOT LIMITED TO ANY FUNCTIONALITIES, SERVICES OR FEATURES OFFERED VIA OR IN CONNECTION WITH THE PLATFORM, INCLUDING THE SOFTWARE AS A SERVICE MODEL CLOUD HRMS SOLUTION SOFTWARE WHICH IS ACCESSIBLE AT https://live.info-tech.com.hk/ AND ANY RELATED SOFTWARE USED IN CONNECTION WITH THE PLATFORM, INCLUDING ANY REPORTS, RECORDS AND OTHER DELIVERABLES GENERATED THROUGH THE PLATFORM.
BY USING THE PLATFORM ON YOUR COMPUTER OR MOBILE DEVICE AND/OR CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
CERTAIN FUNCTIONALITIES, FEATURES OR SERVICES ON THE PLATFORM WILL ONLY BE ACCESSIBLE ON A SUBSCRIPTION BASIS, AND YOU MAY NEED TO EXECUTE AN OFFICIAL QUOTATION AND THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE INCORPORATED INTO THE QUOTATION. IN CASE OF ANY INCONSISTENCY, DISCREPANCY OR OMISSION BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY TERM AND CONDITION OF THE QUOTATION, THE TERMS AND CONDITIONS OF THE QUOTATION SHALL PREVAIL.
We may change this Agreement from time to time by posting amendments at the following URL: https://www.info-tech.com.hk/terms.htm. By you continuing to use the Platform after any such amendment, you agree to be bound by the Agreement as so amended.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO YOU, THE INDIVIDUAL, OR THE ENTITY YOU REPRESENT AND ITS AFFILIATES (AND, AS APPLICABLE, YOUR USERS). IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MUST NOT USE THE PLATFORM.
1.1 Subject always to your continuing compliance with the terms of this Agreement and payment of the relevant fees for the Platform, Info-Tech agrees to grant you and your authorised users a non-exclusive, non-sublicensable and non-transferable licence to use the Platform insofar as owned by or licensed through us on any compatible device owned by you during the term of this Agreement, and only for your internal business purposes, on and subject to the terms of this Agreement. All other rights not expressly granted to you are reserved by Info-Tech.
1.2 Use of the Platform is subject to the usage limits as set out in the relevant quotation. If you exceed the usage limit, you shall promptly notify Info-Tech and work with Info-Tech to promptly change your usage to comply with the limit. You agree and acknowledge that Info-Tech is entitled to invoice you for any usage exceeding the usage limit.
1.3 Access to some software components used in our Platform may be offered under third party licences as we may notify you of, in which case your use of those components is governed by such terms to the extent only of any inconsistency between this Agreement and those terms.
1.4 You undertake not to (and shall not, knowingly or otherwise, authorise, allow or assist any third party to):
1.5 You further undertake to:
1.6 You acknowledge and agree that:
1.7 In the event where you subscribe for our subscription or maintenance services as set out in the quotation, such subscription or maintenance services shall include:
unless otherwise agreed in writing between the parties.
1.8 Nothing herein prohibits your exercise of any express statutory rights you may have under applicable law in relation to the Platform.
If in connection with your use of the Platform, an account on the Platform is created for you, the following terms shall apply:
3.1 Certain functionalities, features or services on the Platform are subject to your due and timely payment of fees prescribed by us from time to time ("Fees"). Save as otherwise set out in the quotation, all Fees shall be paid in advance, are non-refundable (even in the event of early termination or non-availability of any account or the Platform). You shall bear all taxes and other duties payable in connection with all payment of Fees to Info-Tech under this Agreement.
3.2 All payments hereunder shall be made by way of electronic payment to an account designated by Info-Tech within seven (7) days from the date of Info-Tech's invoice as detailed therein except where specified otherwise.
3.3 Upon commencement of project, any early termination of all or a portion of the Service, you agree to pay Info-Tech a sum equal to the Fees as per the invoice issued.
3.4 You acknowledge and agree that:
4.1 It is a continuing condition of your use of the Platform that you agree and consent to Info-Tech, as well as our representatives and/or agents, collecting, using and disclosing and sharing amongst ourselves your personal data, and disclosing such personal data to our authorised service providers and relevant third parties in accordance with the terms of our data protection policy as amended from time to time, available at https://www.info-tech.com.hk/pdpa.htm ("Policy"), the terms of which are also incorporated into this Agreement by reference and apply to your use of the Platform.
4.2 You hereby agree and acknowledge that where we process your personal data in connection with the provision of the Platform, we, our representatives and/or agents are data intermediaries within the meaning of the Personal Data Protection Act 2010 (Act 709), unless otherwise agreed in writing between the parties.
4.3 If in connection with your use of the Platform, you provide the personal data of any third parties (including any users of the Platform), you warrant and represent that the said third parties have also consented to the terms of the Policy, and to the collection, use and disclosure of their personal data in accordance with the aforesaid.
4.4 You warrant and represent to us that all personal data which is submitted to us by you through your use of the Platform is complete, accurate, true and correct.
4.5 Info-Tech shall in its collection, use, disclosure and/or processing of personal data, for any purposes in connection with this Agreement, adhere to all applicable data protection and privacy laws.
4.6 In the event of any actual or suspected unintended breach, Info-Tech will notify the customers without undue delay, within 24 hours after establishing that the data breach is likely to result in significant harm or impact to the individuals to whom the individual relates, or of a significant scale.
4.7 Info-Tech shall undertake to:
4.8 The Platform may provide links to external sites whose data protection and privacy practices may differ from those set forth here. We are not responsible for the content and privacy practices of these other websites and you agree to review and abide by the data protection and privacy notices of those sites.
4.10 The Platform may also use digital certificates. You are solely responsible for deciding whether or not to rely on such certificates and your reliance on any digital certificates is at your sole risk.
5.1 Certain functionalities, features or services on the Platform may allow you to submit, upload or post information, data, text, photographs, graphics, messages or other materials (collectively, "Submitted Content").
5.2 You represent and warrant and shall ensure that all of your Submitted Content will at all times:
5.3 All submitted content will be securely stored by Info-Tech at designated data center – Microsoft Azure located in HongKong
5.4 By submitting, uploading or posting Submitted Content through the Platform, you irrevocably agree as follows:
5.5 Submitted Content postings are not moderated by us. We are not responsible as author, editor or publisher of any Submitted Content or content provided by any party.
5.7 You further acknowledge and agree that any use by you of any content submitted by any third party or which is made available through the Platform (including Third Party Content and Submitted Content) is entirely at your own risk. Info-Tech does not verify and is not in a position to verify any party's rights to submit any content on the Platform, and Info-Tech takes no responsibility and assumes no liability, whether direct or indirect or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits or any other commercial damages or losses, for any content posted by you or any third party, or for your use of the same.
5.8 We shall have the right (but not the obligation) to remove or disable access to any content which we deem to be potentially defamatory of any person, unlawful, objectionable in any way, in violation of any third party rights, or for any reason whatsoever. Any editing or removal of any such content from the Platform shall be without prejudice to our other rights and remedies available at law.
6.1 We may provide links and references to third party sites (e.g. articles). We have no control over such third party sites, and you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or materials on or available through such sites or resources, including Third Party Content. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any content, goods or services on or available through any such site or resource.
6.2 You further acknowledge that your access to and/or use of third party sites is entirely at your own risk, and that third party sites usually have their own terms and conditions, including privacy policies, over which we have no control and which will govern your rights and obligations with respect to the use of those sites and resources.
6.3 We do not warrant that the third party sites will meet your requirements or that the same will not cause you any loss of any kind, and you agree that to the maximum extent permitted by law, Info-Tech shall not be liable for any loss or damage of any kind incurred in connection with your use or reliance on any content, information or other materials on or available through such third parties.
7.1 You agree that all content, information, Third Party Content and Submitted Content made available on the Platform are of a general nature and do not purport, and shall not in any way be understood as constituting an offer or provision of any inducement, invitation or recommendation relating to any products, services or investments nor constitute investment, financial, legal or tax advice or recommendation.
7.2 You acknowledge and agree that Info-Tech:
8.1 You agree to fully indemnify and hold harmless Info-Tech, our affiliates, officers, employees, directors, owners, agents, service providers, information providers, licensors and licensees, successors and assigns (collectively, the "Indemnitees") from and against any claim, action, proceeding, demand, loss, damage, cost, or liability (including legal fees) which any of the Indemnitees may suffer or suffers in connection with or arising from (a) your breach of this Agreement and any terms relating to your use of the Platform; (b) your access or use of the Platform; (c) any action taken by us either as part of our investigation of any suspected breach of this Agreement or as a result of our finding or decision that a breach of this Agreement has occurred; and (d) your breach of any rights of any other person. You shall cooperate as fully as reasonably required in the defence of any such claim, action or proceeding. Info-Tech reserves the right, at its own expense, to assume the exclusive defence and control of any claim or matter subject to indemnification by you.
8.2 This Clause 8 shall survive the termination or expiration of this Agreement (howsoever caused).
9.1 For the purpose of this Agreement, "Confidential Information" shall include but not be limited to all information and material: (a) which has commercial value or utility in the business of the relevant party under this Agreement and any information relating to either party's product plans, procedures, specifications, designs, drawings, innovations, software, patent applications, costs, prices, marketing plans, business plans, business opportunities, strategies, personnel, research, development, know-how, agreements, marketing knowledge and information, budgets and/or projections, whether in writing or other machine readable form; and (b) which is designated by disclosing party as confidential in writing or if disclosed orally, reduced to writing and designated as confidential.
9.2 Each party shall keep, and shall procure that its directors, employees and/or advisers keep, secret and confidential all Confidential Information, communicated to it by the other party in connection with this Agreement and shall not disclose the same or any part of the same to any person whatsoever other than to its directors, employees and/or advisers for any other purpose other than the use of Platform and solely on a "need to know" basis.
9.3 The obligations under Clause 9.2 shall not apply to information and material that:
9.4 You may disclose Info-Tech's Confidential Information to the extent and to the parties that you are required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction to disclose such Confidential Information, provided that to the extent it is legally permitted to do so, you shall first give Info-Tech as much prior notice of such disclosure as possible and you shall take into account the reasonable requests of Info-Tech in relation to the content of such disclosure.
9.5 The provisions of this Clause 9 shall survive beyond termination or expiration of this Agreement for any reason whatsoever and continue in full force and effect.
10.1 Each party hereby irrevocably warrants and represents to the other party that it has the full power, legal capacity and authority to enter into and perform this Agreement and all the transactions contemplated under this Agreement.
10.2 Info-Tech further warrants and represents that we will carry out our obligations under this Agreement with reasonable care and skill.
10.3 To the maximum extent permitted by applicable law:
10.4 You expressly acknowledge and agree that, to the maximum extent permitted by applicable law, use of the Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
10.5 In no event shall the Indemnitees' total liability to you for any and all damages not excluded (other than as may be required by applicable law in cases involving personal injury) exceed in aggregate the fees paid or payable to Info-Tech in the six (6) months preceding the claim.
11.1 This Agreement shall commence on the date as set out in the quotation, unless earlier terminated pursuant to the terms of this Agreement, and will continue for such duration as set out in the quotation.
11.2 Either party may terminate this Agreement by giving the other party three (3) months prior written notice.
11.3 We have the right to terminate and/or suspend your account and/or access to the Platform, where applicable, if you breach this Agreement; or you make any voluntary arrangement with your creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets.
11.4 Upon suspension or termination of your use of the Platform:
Save as is otherwise specifically provided in the Agreement, we shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond Info-Tech's reasonable control, including without limitation, any breakdown or malfunction of hardware, software, networks or systems used in connection with the Platform, acts of God, outbreak of hostilities, civil disturbance, acts of civil or military authority, fires, strikes, lockouts or labour disputes or industrial action of any kind, epidemics, governmental restrictions, wars, terrorist acts, riots, explosions, fire, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems, and in the event of any such delay, the time for our performance shall be extended for a period equal to the time lost by reason of the delay and any additional recovery time required by us.
You shall not assign, transfer, sub-contract or in any other manner make over to any third party the rights, benefit and/or obligations under this Agreement without the prior written consent of Info-Tech.
You hereby grant to Info-Tech a non-exclusive, perpetual, sublicensable, royalty-free licence to Info-Tech to use, display and reproduce your trade name(s), corporate mark(s) and logo(s) to identify you as a customer of Info-Tech in connection with corporate publicity or marketing purposes.
15.1 Info-Tech shall, upon at least 90 days' written notice, permit Company and/or its designated agent or auditors to conduct an on-premises audit of Info-Tech's facilities, documents, records and/or data during normal business hours for the purposes of verifying compliance with the terms of this Agreement, provided that each of such audit: (a) is carried out no more than 1 times and no more than 8 hours in every 12-month period following the commencement of this Agreement, (b) does not unreasonably interfere with the business or operations of Info-Tech, (c) is carried out at Company's sole cost and expense, and (d) is subject to applicable laws and any third party confidentiality restrictions and obligations. During such audit, Company shall, and shall procure that its designated agent or auditors, comply in all material respects with Info-Tech's reasonable requirements relating to security, health and safety and confidentiality.
16.1 Each of the terms and conditions in this Agreement is severable and distinct from one another and if at any time, any one or more of this Agreement and conditions or any part thereof is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will not thereby be affected or impaired in any way and will remain in force.
16.2 The rights and remedies provided in this Agreement are cumulative and not exclusive of any other right or remedies (whether provided by law or otherwise).
16.3 No failure on our part to exercise and no delay on our part in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy or the exercise of any other right of remedy. Any waiver by us of our rights or remedies in respect of any terms under this Agreement or any breach of this Agreement on your part must be in writing and may be given subject to such terms and conditions as we may deem fit and is effective only in the instance and for the purpose for which it is given.
16.4 Unless the context otherwise requires, words importing the singular shall also include the plural and vice versa. Words denoting the masculine gender include the feminine gender and both shall include the neuter gender.
16.5 The headings in this Agreement are inserted for ease of references only and shall not affect the construction of this Agreement.
16.6 This Agreement, and the documents in it, constitutes the entire agreement between you and us with respect to your use of the Platform and you have not entered into this Agreement in reliance upon any representation, warranty or undertaking of Info-Tech which is not set out in this Agreement. Nothing in this Clause 16.6 shall however operate to limit or exclude liability for fraud.
16.7 The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
16.8 The failure of Info-Tech to exercise and/or enforce, and no delay on its part in exercising and/or enforcing, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
16.9 The parties hereto are independent contractors and neither party is a partner or joint venturer or employee or agent of the other nor is either party entitled to act as the other party's agent nor shall the latter be liable in respect of any representation act or omission of the former of whatever nature. For the avoidance of doubt, each party shall have no authority, express or implied, to assume or create any obligation or liability on behalf of the other party, and shall have no authority to represent the latter in any other capacity except as expressly provided in this Agreement.
16.10 Except for the Indemnitees referred to in Clause 8.1, a person who is not a party to this Agreement shall have no right to enforce or enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.
Notices to you may be made via either email or regular mail. The Platform may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Platform.
This Agreement shall be governed by and construed in accordance with laws of the Hong Kong SAR. You hereby submit to the non-exclusive jurisdiction of the Hong Kong courts.
To ask any questions about this Agreement, or our Platform, or make any suggestions or tell us about any other ideas concerning our Platform, please contact: