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Termes and conditions

 

legal notice

Ninja marketing is a service provided by ISM2D.

The address and details of the registered office of the company are as follows:

ISM2D Limited

Office 2611, Office Tower Langham Place

8 Argyle Street

Kowloon

Hong-Kong

Registre du commerce de Hong-Kong : n° 1702325

Email : contact@ninja-marketing.net

 

Confidentiality and privacy protection

ISM2D (ninja marketing) is committed to never disclose our customers information to anyone outside the company except at the express request of the court

 

Provision of services

The provision of services concerned by these general terms and conditions of sale are as follow:

• Consultancy

• Integrating software solutions

• Maintenance and development of implemented solutions

• Skills transfer

• And generally any intellectual service

 

Delivery and deadlines

Our company is committed to respect the delivery deadlines specified on the quote or the service agreement. However, our company depends upon the active collaboration of its clients and can’t be held responsible for any delays in this case. The date specified on the order form or the service agreement sets the closing date by which our company is committed to deliver or perform the service promised.

 

Collaboration and client’s obligations

The client is committed to actively cooperate with our services. The client is specifically committed to provide, before the deadline, all documents, details, information he has and are necessary to the completion of services herein.

The clients certify having all the required authorizations and administrative declarations for the order. The client specifically certifies having intellectual property rights and authorizations of third party, including for exploitation of images, goods, etc.

 

Exemption from liability

On no account, our company could be held responsible for direct or indirect damages, material or immaterial, related to a delivery delay or a non-compliance with the client needs.

Our company only bears responsibility for the non-respect of its obligations and can’t be held responsible for any financial or business damages, or any other damages caused as part of its services use, which it can’t be accountable for.

Should ISM2D be found responsible following the non-fulfilment or breach of its obligations, the total compensation, by express agreement, could not exceed an amount equal to 50% of the total amount of the service concerned.

 

Studies and projects

Unless otherwise described by the association to a suited license, projects, studies, plans/designs/ schemes, drawings or any other documents, irrespective of their nature, produced by our company within a service, whether it has been negotiated or not, fully remain the company property.

They can however be reproduced, forwarded to third parties, or performed for any reasons by the client without having to request and obtain authorization from our company, but the client has to systematically remind that it is ISM2D’s creation.

Every other document, irrespective of their nature, remain subject to the rights conferred on them by the related license (software license, license for any other creation such as text documents, images, etc.)

 

Quote, order

Orders made by our company are free of charge. They result in the delivery of a document whose property remains defined by the article above.

To be valid, each order must be subject to a confirmation in writing. The order will be done by sending back the quote or the proposal duly signed and with the handwritten note « agreed and signed ». It’s also possible to carry out the order by sending a client’s company headed document in which should be written: the nature of the service, the quantity, the agreed price, payment terms (if they have been subject to negotiation, overruling the payment terms defined in the contractual conditions), start and end date of service, as well as the service location/delivery if different from the billing address.

Any addition or change to the order would only bind our company if it has been agreed to in writing. If, the client has turned away from his obligations (for example, failure or delay in payment), our company holds the right of refusal on the sale, unless the client provides satisfactory guarantees or a payment at the time of the order.

 

Prices

Prices charged are the ones stated the day of the order on the basis of the circumstances of that day. Unless otherwise specified in the preliminary offer, prices are valid for a maximum period of 60 days.

Due to its location, ISM2D company doesn’t charge VAT to clients who are located outside Hong-Kong.

 

Payment

Unless otherwise stated, a deposit, as defined by the law, of 50% of the total cost of the service provision will be collected at the time of the order.

The balance due date is stated in the quote.

The company reserves the right to require the full payment of the service provision at the time of order.

Regardless the agreed method of payment is only regarded as having been made after ISM2D receives the actual money specified on the quote.

In the event of a partial payment, it will be charged first and foremost on late fees, and then on payment deadlines by decreasing order of dates.

In the event of non-payment, even partial at the due date, our company reserves the right to terminate the contract or suspend the performance of all our activities underway.

 

Compensation

The parties expressly agree that all the debts and reciprocal debts owed to each other in respect of their commercial relations are related in such a way that they Guarantee and compensate each other, even though the conditions required by law for legal compensation are not all met.

 

Forfeiture of the terms

In the event of a non-payment or partial payment at the due date of an order, outstanding sums of this order or other orders already completed or in process of being completed shall be immediately payable after formal notice.

 

Clause resolutory of sale

All orders are accepted in consideration of the client’s legal, financial and economic situation at the time of order.  As a result, if the client’s financial situation deteriorates between the date of order and the start date of the service provision, our company holds the right to either request a payment before the start of the service provision or terminate the sale.

In the event of non-execution of any of these conditions, our company will send a formal notice sent by registered letter to the debtor. If the debtor fails to perform his side of the contract within one month from the dispatch date of the formal notice, the sale will be cancelled by rights.

 

Guarantee

The company’s guarantee obligation is excluded in the following cases:

• The reason for the malfunction is the result of the user misuse or negligence

• The origin of the malfunction corresponds to a disclaimer on our part.

In order to invoke the benefit of this guarantee, the client must, within a month from the delivery date, declare and describe in writing the malfunction he attributes to the provision of services, and provide every document to support this claim.

The guarantee of a service provision only concerns elements stated in the contractual elements and by no means concerns any added elements that are not mentioned in writing.

In the event of a claim on a service of immaterial nature, the specification remains the baseline that the two parties must refer to in order to assess if the provision of services meets the specifics of the project. Only elements identified in this document will be regarded as being our company’s obligations.  Failing to provide the specification, the vendor’s obligations are strictly limited to minimum consideration in regards of the identified services provision in the contractual elements. In this particular case, the user may only invoke a lack of implementation of the services provision or of one of its main elements; minor elements or those already incorporated are being regarded as perfectly completed.

This guarantee covers labor costs and more generally works included in the guarantee obligation, these various actions don’t result in a prolongation of the duration stated in the guarantee.

In express agreement, the responsibility of our company is strictly limited to the defined obligations and is not bound to any compensation of any kind regarding hidden defect, immaterial damages, direct or indirect prejudices which could lead to an alteration of the services provision and/or its consequences.

 

Force majeure

Any delays in the service provision due to any circumstances outside our company’s control, shall not entitle the client to cancel the order. The company can’t be held responsible for any prejudice caused by this type delays.

The following events are regarded as:

• Weather related disasters such as frost, snow or torrential rain

• Fire, flood or explosion for any reason whatsoever

• Social movements which might affect one or the other party or the sub-contractors involved in one of the stages of the service provision.

• Diseases affecting one or more implementers of the service provision.

Our services will inform the client in due course in the event of situations as listed above.

 

Intellectual service

As a services provider our company, for all the services provided, is subject to an obligation of means with the explicit exclusions of any obligation of result.

Our services and our employees are committed to treat as confidential using professional secrecy to which they are bound, all information of any kind particularly regarding the client’s business, such as its organization and its staff.

When our company performs a task Involving creative work as described in the Intellectual property code, copyright arising from this creation are ruled by default by the Creative Commons BY-SA license.

Unless there is a special convention of exclusivity, our company can use again any creations conceived by our services.

 

Sub-contracting

To ensure our company optimally fulfills its commitments, the client can’t criticize IM2D for using sub-contracting, our company remaining the only interlocutor and responsible for the project. Sub-contractors are bound to comply with rules of confidentiality dictated by the client.

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