1. DEFINITIONS

1.1 This I.T. Company is hereinafter referred to as ‘CUATRO TECHNOLOGY’.

1.2 These Terms of Engagement are the Terms of Engagement referred to in, the Proposal, Contract or any other documents (this “Agreement”) signed, acknowledged and agreed by the Client.

2. CONFIDENTIAL INFORMATION

2.1 Both Parties agree not to disclose at any time any confidential information, which becomes known to either Party as a result of this Agreement, unless required by law, by any court of competent jurisdiction, or by any official regulatory body provided that the Party required to disclose shall notify the other Party of such expected disclosure as soon as possible.

3. DURATION OF AGREEMENT

3.1 The appointment of CUATRO TECHNOLOGY shall commence from the date of receipt of the order by CUATRO TECHNOLOGY. In the event that this Agreement is for a fixed term or fixed price project then the agreement shall terminate when CUATRO TECHNOLOGY has completed the Services. In the event that this Agreement is for an ongoing rolling Service, then at the beginning of each financial year the agreed fees for the Services will be automatically be revised in alignment with any issued changes in the standard CUATRO TECHNOLOGY Package Rates, as referred to in 4.3 below and as circulated to all clients as and when modified.

3.2 In the event of the failure of the Client to comply with any of his obligations under this Agreement, or upon the occurrence of any circumstances beyond the control of CUATRO TECHNOLOGY which impede the carrying out by CUATRO TECHNOLOGY of the Services, CUATRO TECHNOLOGY may upon not less than 7 days’ notice in writing to the Client terminate this Agreement. It is hereby agreed that non-payment or unreasonably delayed payment of agreed fees shall entitle CUATRO TECHNOLOGY to terminate this agreement.

3.3 In the event of the failure of CUATRO TECHNOLOGY to comply with any of its obligations under this Agreement, or upon the occurrence of any circumstances beyond the control of the Client which prevent the Client progressing or completing the Project, the Client may terminate this Agreement.

3.4 Any termination of this Agreement shall not prejudice or affect the accrued rights or claims of either party to this Agreement.

4. SERVICES

4.1 The Services to be provided by CUATRO TECHNOLOGY pursuant to this Agreement shall be as described in the Proposal, Contract or other documents signed by the Client and CUATRO TECHNOLOGY.

5. CARE AND DILIGENCE

5.1 CUATRO TECHNOLOGY shall exercise reasonable skills, care and diligence in the discharge of the services.

6. ALTERATION OR MODIFICATION TO SERVICES

6.1 If, at any time after the commencement of CUATRO TECHNOLOGY’s appointment, any of the Services whether completed by CUATRO TECHNOLOGY or in progress shall require to be modified or revised by reason of clear written instructions from or on behalf of the Client, or by reason of circumstances which could not reasonably have been foreseen by CUATRO TECHNOLOGY, then the Client shall make such additional payment to CUATRO TECHNOLOGY for making any necessary modifications or revisions as shall be agreed between CUATRO TECHNOLOGY and the Client, before such additional work is carried out.

6.2 Any Services to be provided by CUATRO TECHNOLOGY, which are not specified in this Agreement, shall be paid at the hourly charge out rates details in the Payment Schedule unless otherwise agreed in writing between the Parties. The terms and conditions of this Agreement apply to such additional services in the absence of any further agreement.

6.3 The hourly charge rates referred to above (and tabled in the appendices of this Agreement) will be reviewed annually at the start of the financial year (April 1st). If said rates are amended in any way then they will automatically become applicable to this contract from the start of the financial year.

7. CLIENT INFORMATION & INSTRUCTIONS

7.1 The Client shall supply to CUATRO TECHNOLOGY, without charge and in such reasonable time as not to cause delay or disruption to CUATRO TECHNOLOGY in the performance of the Services, all necessary and relevant data and information required for the performance of the Services

8. GOVERNING LAW AND SETTLEMENT OF DISPUTES

8.1 This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement is construed and governed by the laws of HONG KONG without reference to the conflict of law principles.

9. INTELLECTUAL PROPERTY

9.1 CUATRO TECHNOLOGY retains the intellectual property rights to the Software, Trademark and any other intellectual property used and/or developed in the performance of Services to the Client. Subject to terms and conditions separately agreed upon by the Parties in writing, CUATRO TECHNOLOGY may grant the Client a limited right to use the Software (“Development License”). The Client is under no circumstance entitled to obtain the program (source) code to Software.

9.2 Any licenses for the Client to use CUATRO TECHNOLOGY intellectual property shall be expressly specified in the documents constituting this Agreement.

9.3 CUATRO TECHNOLOGY reserves the rights to make use of finished and published products in its marketing, including, but not limited to, promotion on CUATRO TECHNOLOGY operated websites, Facebook, Twitter and other social media platforms as well as in printed media.

10. PAYMENT

10.1 Payment for the Services shall be made by the Client in agreed instalments. Such instalments shall constitute no more than payments on account.

10.2 If any item or part of an item of an invoice rendered by CUATRO TECHNOLOGY is disputed or subject to question by the Client, the payment by the Client of the remainder of that account shall not be withheld. CUATRO TECHNOLOGY reserves the right to suspend the provision of the Services until such time as the disputed or questioned item has been agreed or determined.

10.3 Hosting fees are payable in full in advance of the hosting period.  Hosting fees are non-refundable should the client terminate the hosting within the paid period.  CUATRO TECHNOLOGY reserves the right to terminate any hosting which has not been paid by giving the client 7 days prior notice of termination.  Termination of hosting will occur unless payment is received within the 7 day period.  Reinstatement fees are chargeable in advance of request to reinstate the hosting once termination has occurred.

10.4 CUATRO TECHNOLOGY reserve the right to terminate any hosting provided as part of our services to a client should any invoice, even for unrelated services, remain outstanding over 90 days

11. TAXES, DUTIES AND OTHER CHARGES

11.1 The amounts specified in the Payment Schedule are exclusive of any taxes, duties and charges which may be required by law. The Client shall be responsible for all such taxes, duties and charges for which it is liable as a result of this Agreement or any payment to CUATRO TECHNOLOGY.

12. WEB MAINTENANCE 

12.1 The hours specified in the contract or otherwise agreed upon can be accumulated on a three month rolling basis. After three months any unused hours will be forfeited.

12.2 The hours specified in the contract or otherwise agreed upon are priced according to CUATRO TECHNOLOGY’s current price schedule and can be adjusted by CUATRO TECHNOLOGY with one month’s notice.

12.3 No refund, discount or rebate will be given for hours not used.

13. LIMITATION OF LIABILITY AND INDEMNITY 

13.1 The Client hereby undertakes to indemnify and hold harmless CUATRO TECHNOLOGY and all its officers, employees, contractors and agents against any loss, cost, damage or expense which any of them may sustain or incur by reason of CUATRO TECHNOLOGY having entered into this Agreement or providing the Services hereunder. Neither CUATRO TECHNOLOGY nor its officers, employees, contractors or agents shall in the performance of this Agreement be liable to the Client or to any other person for any act or omission, negligent, tortious or otherwise.

13.3 CUATRO TECHNOLOGY and the Client each acknowledge that the provisions of this Clause are reasonable and that had they not been included herein CUATRO TECHNOLOGY would not have entered into this Agreement.