This Agreement is a public offer of River Digital Solutions Limited that provides professional IT services, IT related services and consultations, and contains all the essential terms and conditions for provision of the services by the Company.
The Agreement is concluded when the Client joins to the terms and conditions set forth hereunder and it does not require the signature and / or seal of the Client in any form. Acceptance of this Agreement is carried out through a statement or any other behavior of the Client demonstrating acceptance of this Public offer, which may also include consent with the terms and conditions of this Agreement through accepting them via the Company’s website.
If the Client does not agree with the terms and conditions hereof, it must refuse to conclude the Agreement and use the services of the Company. By using the services of the Company, the Client confirms that it is fully acquainted with the terms and conditions of this Agreement and all provisions of the Agreement are clear for it.
In this Public Offer, unless the context otherwise requires, the following terms and definitions have the following meanings:
“Agreement” means this Agreement entered into by the Client and the Company to which these Public Offer applies;
“Client” means the client as detailed in the Agreement;
“Equipment” means any equipment of the Client, as well as any additional equipment supplied by the Company;
“Fee” means the Company’s professional charges under the Agreement;
“Company” means River Digital Solutions Limited, a company registered in Hong Kong under company number ________, registered address ____________________;
“Services” means the services of software development, maintenance, configuration and development of hardware, search engine optimization, digital marketing service provided by the Company to the Client as set forth in the Agreement;
“Software” means any and all programs, applications, instructions etc. that may from time to time be installed on the Client’s computer systems; and
“this Public Offer” is a reference to this Public Offer and each of the Schedules as amended or supplemented at the relevant time; and
“Website” means the website rds.hk; and
“Party” or the “Parties” refer to the parties to this Public Offer.
The headings used in Public Offer are for convenience only and shall have no effect upon the interpretation of this Public Offer.
Words imparting the singular number shall include the plural and vice versa.
2. General Provisions
2.1. In accordance with the terms and conditions of this Agreement the Company provides to the Client the Services specified in the Client’s request.
2.2. The Client may contact the Company with regard to the Services via any way convenient for the Client: by Website, by phone, by e-mail, orally, etc. In the request the Client shall describe the technical details of the issue to be solved by the Company and provide the details of the contact persons from the side of the Client.
2.3. Upon studying the request, the Company sends to the Client the form containing the scope of the Services to be provided under the Client’s request, terms of their provision, fee of the Company, and payment conditions (hereinafter – “Quotation form”). The Client may be contacted by the representative of the Company in order to clarify the details of the Client’s request.
2.4. Following the acceptance by the Client the conditions indicated in the Quotation form, the Company issues the invoice, and the Client undertakes to pay the invoice in accordance with the payment conditions agreed by the Quotation form.
3. Provision of the Services
3.1. The Company provides the Services by means of engaging its own personnel or (on its own discretion) by involving the third persons, provided, however, that the Company is solely responsible for such rendered Services. The Company may on its own discretion assign the specialist (specialists) to work on the specific request of the Client.
3.2. The Services shall be provided remotely, unless otherwise agreed by the Parties.
3.3. Upon the Parties consent, the Company may prepare and send to the Client the Act of acceptance of the Services, but not earlier than 10 (ten) calendar days after the provision of the Services. The Act may be sent to the Client via e-mail, poste, fax or other means agreed by the Parties.
4. Rights and Obligations of the Parties
4.1. The Company is obliged to:
4.1.1. properly, timely and fully provide the Services under the Client’s request in accordance with the terms and conditions specified in the Quotation form;
4.1.2. Use reasonable care and skill to perform the Services identified in the Quotation form;
4.1.3. Use reasonable efforts to maintain the functionality and operationality of any Software and Equipment of the Client which may have been corrupted or otherwise made unavailable due to hardware failure and provide the technical assistance upon the request of the Client;
4.1.4. Do not transfer or disclose the personal data of the data subjects and/or confidential information to which it has an access within provision of the Services (except for transfer and disclosure to the third parties involved into provision of the Services);
4.1.5. Use the personal data and confidential information of the Client exclusively for provision of the Services;
4.1.6. Take appropriate technical and organizational measures to ensure confidentiality and security of the personal data and confidential information when providing the Services.
4.2. The company has a right to:
4.2.1. Unilaterally determine the fee for the Services to be rendered under the Client’s request in the Quotation form;
4.2.2. Unilaterally amend, update and revise the terms of this Agreement;
4.2.3. Determine the methods of provision of the Services taking into account the specific request of the Client;
4.2.4. Receive from the Client the necessary information and materials to provide the Services;
4.2.5. Involve the third persons to render the Services under this Agreement provided that the Company is solely responsible for the Services to be rendered;
4.2.6. Obtain the payment from the Client for the Services under the invoice provided;
4.2.7. Suspend rendering the Services hereunder if the Client has the unpaid invoices until the invoice(s) is (are) fully paid.
4.3. The Client is obliged to:
4.3.1. Properly, timely, and fully pay the fee to the Company in accordance with the terms and conditions of this Agreement;
4.3.2. Provide the Company with all the necessary information and material that may be needed to render the Services;
4.3.3. Allow the Company access to the Client’s website, Software, Equipment, statistics etc. in order to provide the Services;
4.3.4. Co-operate with the Company in the diagnosis of any defect or malfunction in the Client’s website, Equipment or Software etc.;
4.3.5. Appoint the person responsible for communication with the Company;
4.3.6. Not to disclose the personal data and confidential information provided by the Company in connection with the execution of this Agreement;
4.3.7. Allow the Company to access to the Equipment and all relevant Software for investigation purposes;
4.3.8. Provide adequate working space and facilities for the Company specialists;
4.3.9. The Client shall create regular data backups in such a manner as to minimize any potential data loss and to ensure that these are made available to the Company as required;
4.3.10. The Client permits to the Company to use all the Client’s logos, trademarks, images posted on the Client’s website, etc. for use in the creation of information pages and / or any other purposes that the Company deems necessary for positioning and optimizing the Client’s website in search engines.
4.4. The Client is entitled to:
4.4.1. Demand from the Company proper, timely and full provision of the Services;
4.4.2. Get acquainted with the progress in the provision of Services;
4.4.3. Demand the Company to submit a report on the status of execution of the Client’s request;
4.4.4. Require from the Company the provision of the documentation, if necessary.
5. Fee and Payment Procedure
5.1. The fee for provision of the Services shall be determined by the Company and set forth in in the invoice issued to the Client.
5.2. The Client shall pay the for the Services within the terms agreed in the Quotation form and specified in the invoice. The Client has the right to fulfill its obligation to pay for the Services ahead of schedule, including by transferring advance payments under the Agreement.
5.3. The Company’s fee for the rendered Services shall be paid by the Client by wire transfer of funds to the account of the Company, indicated in the invoice.
5.4. The Fee of the Company is not refundable.
5.5. The Client shall additionally pay the bank charges or/and merchant provider charges related to the payment of the Company invoices.
5.6. The Client shall be liable for any financial consequences related to a breach of the payment terms, including but not limited to: additional bank fees, erroneous transactions, bank account’s currency, the exact and full compliance of the payment with the invoice issued by the Company. The moment of payment is a receipt of the respective amount to the Company’s bank account.
6. Terms of Provision of the Services
6.1. The terms of provision of the Services shall be indicated by the Company in the Quotation form and agreed by the Client.
6.2. The terms of provision of the Services shall start from the date of receipt by the Company of the payment under the respective invoice. The Company has a right to start provision of the Services before the payment.
7. Responsibility of the Parties.
7.1. For a breach of the terms and conditions of this Agreement, the Parties shall be liable in accordance with the current legislation of the State of New York, USA.
7.2. The Company shall not be liable for a breach of the terms of the Services provision and / or impossibility to provide the Services if such a breach and / or impossibility is caused by non-fulfilment of the Client of its obligation under this Agreement, poor quality of communication channels, lines of the Client’s telecommunication equipment, as well as malfunctions of the Software installed on the Client’s Equipment.
7.3. The Company shall not be liable for any damages (direct or indirect), loss of profit by the Client, if the Client is not able to carry out its activity (in full or in part) within the period of provision the Services by the Company.
7.4. In no case the amount of the liability of the Company will not be more than the amount paid by the Client for the Services within 3 (three) last months.
8. Assignment
8.1. Neither Party may assign its rights under this Agreement without prior written consent from the other Party, which consent shall not be unreasonably withheld.
9. Binding Effect
9.1. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns.
10. Entire Agreement
10.1. This Agreement, the Privacy Policy and the Cookie Policy constitute the entire agreement between the parties and there are no additional clauses or provisions, either oral or written. The Parties of this Agreement agree that none of them has made any representations regarding the subject matter of this Agreement other than those specifically set forth in this Agreement.
11. Personal data
11.1. The Company, with the consent of the Client, processes the personal data provided by the Client.
11.2. Personal data shall be used for performance of this Agreement, and shall not be transferred to third parties without the consent of the Client.
11.3. The Client agrees that the Company processes the personal data provided by the Client within the period of the term of this Agreement, unless otherwise required by the law applicable to the Company.
11.4. The Client is entitled to terminate processing the personal data by sending the respective notification. The Company shall stop processing of the personal data and erase the personal data, unless otherwise required by the Client or the legislation which is applicable to the Company.
12. Intellectual Property
12.1. The Company undertakes not to cause or permit anything which may damage or endanger the intellectual property of the Client when providing the Services.
12.2. Unless otherwise agreed by the Parties in written, all intellectual property rights including copyright which are capable of existing in any documents, computer software, process or any other materials created oy provided pursuant to this Agreement by the Company shall be and remain the Company’s property.
13. Term and Termination of the Agreement
13.1. This Agreement is valid until the Parties fulfill their obligations.
14. Severability
14.1. Whenever possible, each provision of this Agreement is interpreted in such manner as to be valid and effective under the applicable law, but if any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof.
15. Amendment
15.1. The Company may from time to time amend, update revise, and delete this Agreement, the Privacy Policy and the Cookies Policy, which are an integral part of this Agreement, at any time.
15.2. The last version of this Agreement is published on the Website of the Company. For the existing Clients, the Company may send the Agreement amended via e-mail specified by them or by any other means of communication used by the Company with the Client.
15.3. The version of the Agreement published as of the moment of sending the request of the Client for the Services will govern the relationship of the Parties with regard to the respective request.
16. Resolution of Disputes
16.1. The Client may send the claims related to the Services to an e-mail of the Company. The Company verifies the claim and provides the answer to the Client within 10 (ten) days.
16.2. In case of any disputes, connected with the interpretation, validity, and/or fulfillment of this Agreement, the Parties shall do their best to settle such disputes amicably by means of negotiations.
16.3. If negotiations failed, any dispute, controversy or claim arising out of or relating to this Agreement, its breach, termination or validity, shall be referred to and settled by the American Arbitration Association in the state of New York, USA, by means of arbitration and to the exclusion of courts of law, in accordance with the American Arbitration Association’s Commercial Arbitration Rules, in force at the time this Agreement is concluded and to which the Parties declare they have adhered.
17. Confidentiality
17.1. The Parties agree that each of them shall maintain and not disclose any confidential or proprietary information received from another Party as a result of or in connection with the Agreement and / or the Services provided in connection with it.
17.2. Neither the Client nor the Company will, without the other’s prior written consent, disclose to any third party any information concerning the other’s proprietary or confidential information and material, including but not limited to the business or method of working of the other party, which may be revealed as a result of or in connection with Agreement and/or Services, except as required by law, to the extent that such information may become public knowledge, may be acquired or generated by either party independently from something other than by a breach of this clause or to obtain legal or tax advice.
18. Applicable law
18.1. This Agreement shall be construed in accordance with and governed by the laws of the state of New York in the United States of America.
18.2. For all matters not regulated by this Agreement, the Parties shall be subject to the laws of the state of New York, United States of America.
19. Miscellaneous
19.1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa.
19.2. The waiver by either Party of any breach or other default under this Agreement by the other Party shall not be deemed to be a waiver of any subsequent breach of this Agreement. Each and every right, power and remedy may be exercised from time to time and so often and in such order as may be deemed expedient by a Party, and the exercise of any such right, power or remedy shall not be deemed a waiver of the right to exercise at the same time or thereafter, any other right, power or remedy.
19.3. This Agreement comes into force and shall be binding on the Parties, their assignees, executors, administrators, successors and representatives.
19.4. The Client by entering into this Agreement confirms that it:
a) is fully acquainted with the terms and conditions of the Agreement and fully accept them;
b) fully understands the subject matter and conditions of the Agreement;
c) fully understands the meaning and consequences of its actions in relation to the conclusion and execution of the Agreement.
19.5. The Client guarantees that it has all the rights, powers, permissions and licenses necessary for the conclusion and execution of the Agreement.
Annex
Fee for Services
Software development, maintenance and support – from $50 (hour)
IT Consulting, advising on improving IT architecture & usability, consultation and customization services -from $40 (hour)
QA, testing – from $40 (hour)
UX Development – from $50 (hour)
Usability Audit – from $40 (hour)
Interaction Design – from $50 (hour)
UI Development – from $50 (hour)
SEO, Digital advertising services – from $40 (hour)
Technical assistance – from $40 (hour)
Installation, configuration and support of an account for 5 devices – from $10 (month)
Installation, configuration and support of an account with reverse geocoding for 5 devices – from $20 (month)
Installation, configuration and support of an account for 20 devices – from $20 (month)
Installation, configuration and support of an account with reverse geocoding for 20 devices – from $40 (month)
Installation, configuration and support of a server for 50 devices – from $50 (month)
Installation, configuration and support of a server with reverse geocoding for 50 devices – from $100 (month)
Installation, configuration and support of a server for 200 devices – from $100 (month)
Installation, configuration and support of a server with reverse geocoding for 200 device – from $200 (month)
The Company may change the Fee at its own discretion.
The amount of the fee is indicated for the standard services. The final remuneration to be paid by the Client shall be determined by the Company unilaterally and indicated in the Quotation form and the invoice.
The Fee of the Company is not refundable.
The Client shall additionally pay the bank charges or/and merchant provider charges related to the payment of the Company invoices.