Terms and Conditions - BOXS Limited
The following terms and conditions (“Terms and Conditions”) apply to this Quotation and are issued by BOXS Limited (“BOXS”, “we”, “us”, “our”). Please read the following Terms and Conditions carefully. By signing this Quotation, you agree that you have read these Terms and Conditions and that you accept and agree to be bound by them.
1. Scope of Our Services
a. By signing this Quotation, you agree to engage us for our professional services and confirm your instructions on all contents, structures, specifications and/or any other requirements of our services.
b. You acknowledge that we have no obligation to entertain any requests from you to make any change or amendment to the details of and in relation to our services after your signing of this Quotation. It is at our absolute discretion to refuse to make such changes or amendments.
c. Without prejudice to our above discretion, we reserve our rights to make such changes and/or amendments upon your payment of additional fees agreed by both parties.
d. You undertake to notify us if you hold a position as shareholder, director, officer, consultant, employee, partner or investor, or otherwise assist in any business entity that is engaged in any activities that are or may be in competition with our business and services prior to signing this Quotation. Otherwise, we are entitled to unilaterally terminate this Quotation and our services without making any refund and/or compensation to you and without any prior notice.
e. Subscribers to Flexi Plan, Flexi Plus Plan, Lite Plan, Loyalty Program are entitled to After-Sales Customer Service. The details of which are set out in Annex 1 hereunder.
2. Quotation
a. This Quotation shall only be valid and binding for 90 working days inclusive of the date of issuance for your endorsement, after which you must obtain a new Quotation from us. We reserve the right to refuse granting a new Quotation on our sole discretion.
b. In this Quotation, a "working day" means a day that is not a Saturday, a Sunday, a general holiday, a gale warning day, a black rainstorm warning day or another day on which licensed banks operating in Hong Kong are closed.
3. Materials Provided by You
a. You agree to actively provide us with all necessary, accurate, complete and updated information (including but not limited to texts, graphics, icons, software, audio and/or visual files) (“Information”) for our rendering of services as specified in this Quotation.
b. You agree to provide the Information to us in an orderly and systematic manner. You also acknowledge that we have no obligation to re-arrange the Information for you.
c. You undertake that no Information provided by you :
i. is unlawful, harmful, threatening, abusive, indecent, obscene, harassing, tortuous, defamatory, offensive or otherwise objectionable;
ii. impersonates any person or entity by way of transmitting any forged or manipulated contents through the use of any services;
iii. contains any content that infringes or may infringe any proprietary right or intellectual property right including but not limited to patent, trademark, trade secret and/or copyright of any person or entity; andiv. contains any computer virus, other computer code, bug, Trojan software, files or programmes that would interrupt, destroy or limit the functionality of any devices including but not limited to computers, mobile phones, computer software, hardware or any telecommunications equipment constituting them.
d. In no event shall we be liable to you or any other person for any direct, indirect, incidental, special, punitive or consequential damages, including any loss of business, profit, goodwill, use, data or other intangible loss, arising out of any reliance on the contents of the Information or any potential copyright infringement in connection with the Information. You specifically agree that neither we nor our affiliates shall be responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights.
e. You undertake to indemnify us against any direct, indirect, incidental, special, punitive or consequential damages, including any loss of business, profit, goodwill, use, data or other intangible losses arising out of / in connection with any reliance on the contents of the Information or any potential copyright infringement in connection with the Information.
4. Our Professional Fees
a. You must pay the following parts of the total contract price as specified in this Quotation (“Contract Price”) in accordance with the following manner:
Payment Schedule: Commencement of Project
Amount Payable: 100% of Contract Price being initial deposit
Project: means a combination of software licenses and hardware products designed to resolve the specific needs of the client for the specified/agreed period of time
b. We will issue invoices for your settlement of the Contract Price. The invoice issued by us shall be conclusive evidence of the amount due and payable save in the case of manifest error.
c. We accept payments via bank deposit, direct bank transfer, cheque and cash. Should you have made any payment to us, you shall deliver a copy of the payment receipt to us by post, email or Whatsapp. Upon your request, we will provide you with our bank account details for your deposit.
d. Any payment must be made in Hong Kong Dollars.
e. Software licenses are sold on a subscription basis. Subscription fees paid to BOXS are non-refundable.
f. Hardware products purchased through BOXS are covered by the respective refund policies of Originating Manufacturers of such products.
g. Our production shall only commence after confirmation of your payment of the initial deposit as specified in clause 4a, which shall take 2 working days.
h. Should you fail to pay the sum stated in any of our invoice or any part thereof to us within 30 days from the date of its issuance, the effect of this Quotation shall be terminated with immediate effect without further notice and you will be charged 10% of the Contract Price as our reasonable administration and handling fees.
i. Any application for extension of time for payment under any invoices shall be made 7 days prior to the payment deadline stated in the invoice. However, the granting of such extension is at our sole discretion and there is no guarantee that such application will be approved in any event.
j. In the event that you fail to settle the payment within 30 days after issuance of the invoice for any reason whatsoever, the provision of the SaaS product and/or any other services by BOXS to you will be discontinued.
k. The data in relation to your order history, payment history, customer information and product list will be stored for 90 days upon expiration of your subscription plan. You agree to pay for the data retrieval fee after the lapse of the storage period of 90 days. The data retrieval fee shall be calculated based on the size of data being requested by you at the sole discretion of BOXS.
5. Communication
a. All instructions, comments and notices from both parties shall be communicated in writing to BOXS by the methods stated in Clause 5b to avoid disputes and facilitate record-keeping.
b. For all aforesaid written communication with us, please use the following methods of communication :-
i. Telephone Hotline : +852 3910 5570
ii. Email: [email protected]
iii. Post: Suite 2504, 25/F., Office, Nina Tower, 8 Yeung Uk Rd., Tsuen Wan, Hong Kong
6. Assignability
a. You acknowledge that all rights of the product herein are owned by us prior to the completion of the Project and you are only licensed by us to use the products, which could be terminated by us should you failure to make any payment at any stage of this Quotation;
b. You also undertake not to assign or subcontract any part of this Project to any independent third-party prior to the completion of this Project, failing which this Quotation could be terminated by us with immediate effect without prior notice.
7. Confidentiality
a. To preserve the confidentiality of all data you provide to us, we maintain the following privacy principles:
i. we only collect personal data that we believe to be relevant and required to understand your needs and to conduct our business;
ii. we use your personal data to provide you with better customer services and products;
iii. we will not disclose your personal data to any external organisation unless we
(i) have your consent or
(ii) are required by law or
(iii) have previously informed you;iv. we may be required from time to time to disclose your personal data to governmental or judicial bodies or agencies or our regulators, but we will only do so under proper authority;v. we aim to keep your personal data on our records accurate and up-to-date;
vi. we maintain strict security systems designed to prevent unauthorised access to your personal data by anyone, including our staff; and
vii. all our staff and all third parties with permitted access to your personal data are specifically required to observe our confidentiality obligations.
viii. Should any of your personal data provided to us be published or known to the public domain by any third party, we shall then be exempted to observe any confidentiality obligation regarding such data.
8. Hardware Products Warranty
a. The hardware products purchased through BOXS by the merchant are manufactured by respective manufacturers, such as Apple Inc., iMin Technology and EC Electronics, Ltd ("Originating Manufacturers"). Such hardware products are covered by the Originating Manufacturers’ warranty which shall be the sole warranty in respect of such hardware products, and shall cover defects in materials and workmanship. No warranty will be provided to you by BOXS in respect of such hardware products. In the event that such hardware products do not perform in accordance with the Originating Manufacturers’ specifications, you shall return such hardware products to the Originating Manufacturers’ facilities during the warranty period of one (1) year starting from the invoice date for the repair or replacement.
9. No Warranty
a. BOXS does not warrant to you that the label printer, thermal printer, USB hub, QR code scanner ("Accessories") purchased through BOXS are free from defects. BOXS might replace the defective Accessories with new Accessories for the merchant during the first half year starting from the invoice date on a discretionary basis. The discretionary replacement does not cover damage, fault, failure or malfunction due to external causes, including but not limited to accident, abuse, misuse, problems with electrical power, usage and/or storage and/or installation not in accordance with product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence, any attempt by any person other than BOXS’s personnel or any person authorized by BOXS to adjust, repair or support the products, and problems caused by use of parts and components not supplied by BOXS.
10. Malfunction or Interrupted Service
a. In the event that the hardware products become malfunctional or fail to facilitate the retail operation of the merchant for any reason whatsoever, the Merchant shall not continue to use the hardware products further on and BOXS shall not be responsible for any unexpected outcomes, losses or damages incurred whatsoever.
11. Marketing
a. You hereby grant BOXS the right to use the name and trade marks of your company in BOXS marketing materials and other oral, electronic or written promotions, which may include naming your company as a client of BOXS and a brief scope of services provided to your company by BOXS.
12. Force Majeure
a. If the performance by BOXS of its obligations under this Quotation or any part hereof is prevented by reason of "force majeure" (which shall include prevention occasioned by fire, casualty, accident, act of God, natural disaster, any law, order, proclamation, regulation, demand or requirement of the Government of the Hong Kong Special Administrative Region or of any of its government agencies, strikes, labour disputes, shortage of labour or lack of skilled labour, shortage or unavailability of products or raw materials, delay in transit, interruption of network and/or server operation, or other causes whatsoever (whether similar to the foregoing or not) beyond the reasonable control of BOXS), BOXS shall be excused from such performance to the extent of such prevention.
13. Illegality
a. If any clause hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other clause and such invalid clause shall be deemed to be severed from these terms and conditions.
14. Jurisdiction
a. These Terms and Conditions shall be governed by the laws of the Hong Kong Special Administrative Region and you agree to submit to the exclusive jurisdiction of the courts of Hong Kong SAR.
15. Entire Agreement
a. These terms and conditions, together with all Schedules annexed herein, set forth the entire agreement and understanding of the parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of these terms and conditions.
b. Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth in these terms and conditions.
16. Language
a. In the event of any discrepancy between the Chinese version and the English version of this Agreement, the English version shall prevail.
17. Sub-headings
a. The sub-headings contained in this Quotation are for reference purposes only and shall not affect the meaning or interpretation of this Quotation.