Terms and Conditions

§ 01Definitions

In these Terms, unless the context clearly requires otherwise, the following capitalised terms have the meanings set out below.

§ 02Interpretation

1. Headings. Section and subsection headings are for convenience only and do not affect interpretation.
2. Singular & plural. Words in the singular include the plural and vice versa.
3. Gender. Words of any gender include all genders.
4. Including. "Including" and "in particular" mean "including without limitation".
5. References to statutes. Any reference to a statute or statutory provision is a reference to that statute or provision as amended, extended, or re-enacted from time to time, and includes all subordinate legislation.
6. References to writing. "Writing" includes email, signed PDF, and any electronic communication that is reproducible in tangible form. "Signed" means a typed, drawn, or electronic signature recognised under applicable law.
7. Time. References to time are to Macau SAR time (UTC+8) unless stated otherwise. "Days" means calendar days unless explicitly defined as "Business Days".
8. Conflict. If there is any conflict between these Terms and an SOW, the SOW prevails in respect of that specific engagement only. If there is any conflict between these Terms and an Order Form, the Order Form prevails. In all other cases these Terms prevail.
9. No strict construction. These Terms are not to be construed against the party that drafted them; each party acknowledges it has had the opportunity to seek legal advice.

§ 03Services

3.1 Scope

We provide digital design, development, branding, AI integration, and search-visibility services to businesses. The specific scope of any engagement is set out in the applicable Order Form and SOW. We may, at our discretion, decline any project that is unlawful, deceptive, discriminatory, or contrary to these Terms.

3.2 Service availability

1. Our services are provided on a project-by-project basis; we do not guarantee continuous availability of any service outside the period of an active SOW.
2. We may make reasonable changes to our internal processes, tools, and delivery methods, provided that the substance of any Deliverable is not materially altered without a Change Request.
3. Where a service is delivered via our website, dashboard, or other online portal, your access may be suspended in accordance with Section 21.

3.3 Professional services

Professional services — including strategy, design, project management, content writing, search-engine optimisation (SEO), and AI consulting — are provided as time-and-materials or fixed-fee deliverables as set out in the applicable SOW. Deliverables from professional services are advisory in nature; implementation, technical execution, and on-going operations are charged separately unless explicitly included.

3.4 Custom development

1. Fixed-scope projects. All development engagements are agreed on a fixed-scope basis with Milestones (see Section 4) unless the SOW explicitly states otherwise.
2. Source code. Source code produced under an SOW is licensed (not sold) to Client in accordance with Section 9, subject to full payment of all applicable fees.
3. Environment dependencies. Custom deliverables may depend on specific runtime versions, libraries, frameworks, or third-party services. We will specify these in the SOW where reasonably practicable.
4. Defects during delivery. During the Acceptance Window for each Milestone, we will, at no additional charge, correct any material deviation between the Deliverable and the written specification in the SOW ("Defects"). This obligation ends on Acceptance of the Milestone or the end of the Acceptance Window, whichever is earlier.

§ 04Order Forms / Statements of Work

4.1 How projects are agreed

1. The process for engaging us is as follows:
   1. Enquiry. You contact us with a project brief.
   2. Proposal. We may, at our discretion, issue a written proposal or quote describing the proposed scope, deliverables, timeline, fees, and assumptions.
   3. Order Form. If you wish to proceed, both parties sign an Order Form that incorporates these Terms and the proposal.
   4. SOW. Where required (typically for engagements with multiple Milestones or a value above MOP 50,000), a separate SOW is signed by both parties before work begins.
2. An Order Form or SOW is effective only when signed by an authorised representative of each party. Until that point, no agreement exists.
3. Each Order Form and SOW is a discrete engagement. These Terms govern every engagement in the absence of a written statement to the contrary.

4.2 Order of precedence

In the event of any conflict between documents, the order of precedence is:

1. The SOW (for that specific engagement only);
2. The Order Form;
3. These Terms;
4. Any proposal referenced in the Order Form.

§ 05Client Responsibilities

5.1 Content

Client is responsible for the accuracy, legality, and sufficiency of all Client Materials, including text, images, video, audio, brand assets, and data. We are not obliged to verify Client Materials and may rely on them as provided.

5.2 Access

Client will provide timely access to:

1. personnel with the authority to make decisions and approve work;
2. systems, data, accounts, documentation, and credentials (including read/write access where required) necessary for us to perform the Services;
3. any third-party assets, software licences, or services required for the project.

5.3 Feedback

Client will provide consolidated, written feedback within the timeframes agreed in the SOW. Feedback received after the agreed timeframe may delay the timeline and trigger a Change Request.

5.4 Approvals

Approvals (including Acceptance of Milestones) must be provided by an authorised representative of Client in writing. Email approval is sufficient. Client is responsible for internal coordination of approvals and warrants that the person approving is authorised to bind Client.

5.5 Cooperation

Both parties will act in good faith and cooperate to enable the project to proceed. Failure to cooperate is a material breach of these Terms and may result in suspension (Section 21) or termination (Section 22).

§ 06Project Delivery

6.1 Timeline

Any timeline or deadline stated in an SOW is an estimate, not a guarantee, and is contingent on Client performing its obligations under Section 5 in a timely manner.

6.2 Milestones

Each SOW is divided into Milestones, each with its own:

1. scope of work;
2. Deliverables;
3. Acceptance criteria; and
4. payment trigger.

Work on a subsequent Milestone may begin once the previous Milestone's Acceptance criteria are met or waived in writing.

6.3 Delays

1. Client-caused delay. If a delay is caused by Client, the timeline shifts by an amount equal to the duration of the delay plus a reasonable re-mobilisation period, and we may invoice for any work performed on a time-and-materials basis.
2. Force Majeure. Delays caused by a Force Majeure Event are governed by Section 24.
3. Our delay. If we are solely responsible for a delay affecting a Milestone, our liability is limited to a reasonable extension of time and, where fee Milestones have been agreed, a re-allocation of those Milestones. We are not liable for consequential losses (see Section 19).

6.4 Acceptance

1. On completion of a Milestone, we will submit the Deliverable for Acceptance with a written description of how it meets the Acceptance criteria.
2. Client must, within the Acceptance Window, either:
   1. provide written Acceptance;
   2. provide a written, itemised list of material Defects against the SOW; or
   3. request reasonable revisions, in which case the Acceptance Window pauses until revised materials are delivered.

6.5 Deemed acceptance

If Client does not respond within the Acceptance Window and the Deliverable substantially conforms to the SOW, the Deliverable is deemed accepted on the day after the Acceptance Window ends.

§ 07Change Requests

7.1 What is a change request

A "Change Request" is any change to the scope, deliverables, timeline, assumptions, or fees of an SOW, including but not limited to:

1. new features, pages, or sections not in the original scope;
2. substantive redesigns after design sign-off;
3. additional rounds of revisions beyond those included in the SOW;
4. changes to brand, content direction, or technical requirements after work has begun;
5. reliance on third-party assets or services not specified in the SOW;
6. changes required by law or third-party-platform updates that materially alter the scope.

7.2 Process

1. Either party may initiate a Change Request.
2. Within 5 Business Days (or as otherwise agreed), we will provide a written Change Request describing the change, the impact on scope, timeline, fees, and any assumptions affected.
3. No change is implemented until the Change Request is signed by both parties.
4. Work performed outside the signed scope is at Client's risk and may be invoiced separately.

7.3 Fees

Change Requests are charged at our prevailing rates or as a fixed fee in the Change Request document. Time already incurred in scoping the change may be charged even if the change is not implemented.

7.4 Client's right to terminate for convenience

If a Change Request increases the fees by more than 15% of the original contract value, Client may, within 5 Business Days of receiving the Change Request, terminate the affected SOW on written notice. In that event Client pays for all work performed up to the termination date, and we deliver all completed work-for-hire Deliverables in their then-current state.

§ 08Fees & Payment

8.1 Deposits

1. Each Order Form requires a non-refundable deposit of 50% of the project fee, payable on signing.
2. Work does not commence until the deposit is received in cleared funds.

8.2 Invoices

1. Invoices are issued in accordance with the Milestones set out in the SOW.
2. Each invoice has a payment term of 14 calendar days from the invoice date unless otherwise agreed.
3. Invoices are issued in Macao pataca (MOP) unless the Order Form states otherwise. Bank charges and currency-conversion costs are borne by the payer.

8.3 Late payment

1. Overdue amounts accrue interest at the rate of 1.5% per month (or the maximum rate allowed by Macau SAR law, whichever is lower) from the due date until paid in full.
2. We may suspend work on any active SOW while any amount is overdue.
3. Client is responsible for all reasonable costs of collection, including legal fees.

8.4 Taxes

1. Fees are exclusive of any applicable VAT, GST, sales tax, service tax, or similar turnover tax, which is payable by Client in addition to the fees.
2. Client is responsible for all taxes arising in its own jurisdiction (including income tax on its business).
3. If we are required to withhold or remit any tax on Client's behalf, Client will cooperate and provide any necessary documentation.

8.5 Refunds

1. Deposits are non-refundable once work has commenced.
2. Monies paid against Milestones that have been completed and Accepted (or deemed accepted) are non-refundable.
3. Where a project is terminated for convenience by Client, all fees for work performed and non-cancellable third-party costs incurred are non-refundable.
4. We do not provide refunds for change of mind, dissatisfaction with subjective creative direction (subject to Section 18), or the performance of AI Models or other Third Party Services (subject to Section 19).

§ 09Intellectual Property

9.1 Your IP (Client IP)

1. Client retains all right, title, and interest in and to its Background IP and Client Materials.
2. Client grants us a worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, and adapt Client Materials for the purposes of performing the Services and exercising our rights under these Terms.

9.2 Our IP

1. We retain all right, title, and interest in and to our Background IP, including our methodologies, tools, internal libraries, frameworks, templates, and pre-existing components.
2. Nothing in these Terms transfers ownership of our Background IP to Client.

9.3 Custom work

1. Payment-conditioned assignment. On full payment of all fees for a Deliverable, we assign to Client all right, title, and interest in and to that Deliverable, excluding our Background IP.
2. Excluded materials. The assignment does not extend to any third-party components, open-source components, AI Outputs (see Section 10), or our Background IP incorporated into the Deliverable.
3. Moral rights. To the maximum extent permitted by law, we waive any moral rights in the Deliverables assigned under this Section, and Client will not assert any moral rights against any author.

9.4 Background IP

We will not incorporate any of our Background IP into a Deliverable in a manner that prevents Client from using the Deliverable for its intended purpose. Where Background IP is incorporated, Client receives a perpetual, worldwide, non-exclusive, royalty-free licence to use that Background IP solely as embedded in the Deliverable.

9.5 Portfolio rights

We may display, reproduce, and refer to Deliverables (including screenshots and case studies) in our portfolio, on our website, and in marketing materials, unless Client has requested otherwise in writing and we have agreed in writing (typically in the Order Form). We will not disclose Client Confidential Information in doing so.

§ 10AI Services

This Section applies to all AI Services described in any SOW. In the event of conflict with any other Section, this Section prevails for AI Services.

10.1 AI Outputs

1. No warranty of accuracy. AI Outputs are generated by statistical models and may contain errors, omissions, hallucinations, fabrications, or biased content ("Hallucinations"). We do not warrant the accuracy, completeness, originality, legality, fitness for any particular purpose, or non-infringement of any AI Output.
2. Verification. Client is responsible for reviewing and verifying all AI Outputs before relying on them. We may, but are not obliged to, perform such verification.
3. Filtering. We may apply content filters, safety systems, or provider-side moderation to AI Services. Client must not attempt to circumvent these.

10.2 Hallucinations and indemnity

1. Client acknowledges that AI Models may produce content that resembles third-party copyrighted works, trademarks, or the likeness of real persons.
2. Client is solely responsible for any AI Output it publishes or relies on after Acceptance, including any liability arising from Hallucinations.
3. IP indemnity carve-out. Our indemnity under Section 20 does not cover claims arising from (a) Client-supplied Inputs, (b) Client's modification of AI Outputs, or (c) Client's failure to verify AI Outputs before use.

10.3 Bring-Your-Own-Key (BYOK)

1. Where the SOW specifies a BYOK arrangement, Client supplies its own API credentials to a third-party AI provider.
2. Client's responsibility. Client is responsible for:
   1. the cost, security, and lawful use of its API credentials;
   2. compliance with the third-party provider's terms;
   3. data uploaded via those credentials, including any data-protection or data-residency obligations;
   4. all charges incurred under the BYOK account.
3. Our role. We act only as Client's technical integrator. We are not a party to Client's agreement with the AI provider and accept no liability for the provider's actions, fees, or service changes.
4. Suspension. We may suspend use of the BYOK account on written notice if (a) Client breaches the provider's terms, (b) charges are unpaid, or (c) continued use would, in our reasonable opinion, expose us to legal or reputational risk.

10.4 AI Providers

1. By default, AI Services are provided using the AI Models and providers we select (e.g. OpenAI, Anthropic, Google). Where the SOW specifies alternative providers, those providers are used instead.
2. We may substitute equivalent providers on written notice to Client if:
   1. the original provider ceases to offer the relevant Model;
   2. the original provider materially changes its terms in a way affecting the engagement; or
   3. substitution is required for legal, security, or cost reasons.
3. Provider terms apply to Client's use of the AI Service. Current provider terms are listed in Section 11 and may be updated from time to time.

10.5 Prompt ownership

1. Client Prompts. Client owns the Prompts it authors (subject to any underlying IP of the Model provider). Client grants us a licence to use those Prompts solely to provide the Services.
2. Our Prompts. We own the Prompts, system prompts, tool definitions, and orchestration logic we author in the course of performing the Services ("Our Prompts"). Client may use Our Prompts as embedded in the Deliverable but not independently or to build a competing product.
3. Improvements. Aggregated, anonymised learnings from the use of Prompts may be retained and used by us to improve our methodologies, provided no Client Confidential Information is disclosed.

10.6 Training data

We will not, and we will procure that our sub-processors do not, use Client Materials or Inputs to train any general-purpose AI Model without Client's prior written consent. Where Client wishes to fine-tune a Model on its own data, this must be specified in the SOW.

§ 11Third Party Services

11.1 Use of third-party services

In performing the Services we may integrate, configure, or interoperate with third-party services, including but not limited to:

11.2 Terms of third parties

1. Client's use of any Third Party Service is governed by that third party's terms, acceptable-use policy, and privacy policy, which Client agrees to be bound by when using the service.
2. We do not endorse and are not responsible for the content, accuracy, availability, security, or practices of any Third Party Service.
3. We may, on reasonable notice, add or remove third-party services from this list.

11.3 Service changes and outages

1. Third-party providers may change, deprecate, or discontinue features without notice. We will use reasonable efforts to adapt Deliverables to minimise disruption.
2. Outages of Third Party Services are not within our control. We will provide reasonable assistance in escalation but accept no liability for downtime of third parties.

§ 12Confidentiality

12.1 Obligation

Each party will keep the other party's Confidential Information confidential and use it only for the purposes of performing this Agreement.

12.2 Exceptions

The obligations in Section 12.1 do not apply to information that:

1. is or becomes publicly known through no fault of the receiving party;
2. was known to the receiving party before disclosure;
3. is rightfully received from a third party without breach of any confidentiality obligation;
4. is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or
5. is required to be disclosed by law, court order, or regulator, in which case the receiving party will (where lawful) give the disclosing party prompt notice and reasonable cooperation to seek a protective order.

12.3 Duration

The confidentiality obligations survive termination of these Terms for a period of 3 years, except for trade secrets, which remain confidential for as long as they qualify as trade secrets.

12.4 Compelled disclosure

Where disclosure is compelled, the receiving party will disclose only that portion which is legally required.

§ 13Privacy & Data

13.1 Privacy Policy

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy is available at /privacy/ and may be updated from time to time.

13.2 Data processing

To the extent we process personal data on Client's behalf, the parties will enter into a Data Processing Addendum ("DPA") in a form acceptable to both parties. In the absence of a DPA, we will process personal data only as described in our Privacy Policy and only as required to provide the Services.

13.3 Cross-border transfers

We may transfer personal data to jurisdictions outside the Macau SAR, including to third-party service providers (see Section 11), in accordance with our Privacy Policy and applicable law. Client consents to such transfers where required.

13.4 Data deletion

On termination or expiry of an SOW, we will delete or return Client personal data in accordance with our Privacy Policy, our DPA (if any), and applicable law. See Section 23 for deletion obligations on termination.

§ 14Security

14.1 Our obligations

We will implement reasonable technical and organisational measures to protect Client Materials and Confidential Information against unauthorised access, use, disclosure, alteration, or destruction. These measures include (where appropriate):

1. encryption of data in transit (TLS 1.2+) and at rest;
2. access controls, including role-based access and least-privilege principles;
3. secure credential storage (e.g. a password manager and a secrets vault);
4. regular backups of production systems;
5. monitoring for anomalous activity.

14.2 No guarantee

Except as expressly stated, we do not warrant that our security measures will prevent all unauthorised access. To the maximum extent permitted by law, Section 19 (Limitation of Liability) applies to any security incident.

14.3 Incident notification

We will notify Client without undue delay after becoming aware of any security incident that materially affects Client Materials, and will cooperate in good faith in any investigation and remediation.

14.4 Client obligations

Client is responsible for:

1. safeguarding its own credentials, API keys, and accounts (including BYOK credentials — see Section 10.3);
2. the security of its own systems, networks, and devices; and
3. any user accounts or access it grants to third parties.

§ 15Hosting & Domains

15.1 Hosting

1. We-as-host. Where hosting is included in the SOW, we provide shared or managed hosting on a third-party cloud provider. We do not guarantee uptime other than as expressly stated in the SOW.
2. Client-as-host. Where Client hosts the Deliverable (or its own account), we provide deployment documentation and reasonable assistance, but ongoing operations are Client's responsibility.
3. Backups. Unless stated otherwise in the SOW, backups are taken daily and retained for 30 days. Backups are provided "as-is" and on a best-efforts basis.

15.2 Domains

1. Registration. Where domain registration is included in the SOW, the domain is registered in Client's name (where reasonably practicable). Client is the registrant of record.
2. Renewal. Renewal fees are Client's responsibility. We will notify Client in advance of expiry. If renewal fees are not paid, the domain may lapse; we are not liable for losses caused by lapsed domains.
3. Transfer. On request, we will provide the authentication code (EPP code) and reasonable assistance to transfer Client's domain to another registrar.
4. Disputes. Domain disputes (e.g. UDRP, URS) are Client's responsibility, including costs and legal fees.

§ 16Support & Maintenance

16.1 Included support

If the SOW specifies an inclusions period, we will provide reasonable support for the Delivered Deliverables during that period at no additional charge. "Reasonable support" includes bug fixes for confirmed Defects and limited guidance on use; it does not include new features, redesigns, content updates, or troubleshooting of third-party issues.

16.2 Maintenance plans

We may offer optional maintenance or retainer plans on a recurring basis. These plans are described in a separate SOW or Order Form and operate on their own terms.

16.3 Out-of-scope work

Support that is not covered by Section 16.1 or an active maintenance plan is charged at our prevailing time-and-materials rates.

16.4 Dependencies and software decay

We are not responsible for breaking changes introduced by third-party platforms, frameworks, or AI Models after delivery. Updating, re-platforming, or re-platform-mediating a Deliverable to address such changes is a Change Request.

§ 17Warranties

Each party represents and warrants that:

1. it has full power and authority to enter into and perform this Agreement;
2. its execution and performance of this Agreement does not breach any other agreement to which it is bound; and
3. it will comply with all laws applicable to its performance.

We additionally warrant that:

1. the Services will be performed in a professional and workmanlike manner;
2. the Deliverables (excluding Third Party Services and AI Outputs) will materially conform to the written specifications in the SOW for the applicable Acceptance Window; and
3. we will not knowingly incorporate into a Deliverable any third-party material that infringes the IP rights of any third party.

§ 18Disclaimer

18.1 No guarantee of results

Except as expressly stated in an SOW, we make no representation or warranty that:

1. SEO. Any specific search-engine ranking, traffic volume, keyword position, "page-one" placement, domain authority, indexing, or other SEO outcome will be achieved or sustained.
2. AI accuracy. AI Outputs are accurate, complete, original, unbiased, lawful, or fit for any particular purpose.
3. Uptime of third parties. Any Third Party Service will be available, uninterrupted, secure, or free from defects.
4. Business results. Use of the Services will result in any particular business outcome, including revenue, leads, conversions, customer satisfaction, or growth.

18.2 No other warranties

Except as expressly stated in Section 17 and any applicable SOW, all Services, Deliverables, AI Outputs, and Third Party Services are provided "as is" and "as available", without any warranty of any kind, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

18.3 Subjective assessments

Creative, design, and strategic deliverables are inherently subjective. Disagreement with our subjective creative judgement is not a Defect unless it materially deviates from the written specifications in the SOW.

§ 19Limitation of Liability

19.1 Cap on aggregate liability

To the maximum extent permitted by applicable law, our aggregate liability under or in connection with an SOW — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees actually paid by Client under that SOW in the 12 months immediately preceding the event giving rise to the claim, or, if the SOW has been in effect for less than 12 months, the total fees paid under that SOW.

For all other liabilities arising outside a specific SOW (e.g. violations of confidentiality), our aggregate liability is limited to MOP 50,000.

19.2 Exclusion of indirect losses

To the maximum extent permitted by applicable law, neither party is liable to the other for:

1. indirect, incidental, special, consequential, exemplary, or punitive damages;
2. loss of profits, revenue, business, contracts, anticipated savings, goodwill, or reputation;
3. loss or corruption of data (except where liability cannot be excluded by law);
4. any losses arising from the use, non-use, or reliance on AI Outputs or Third Party Services.

19.3 Nothing in this Section limits liability that cannot be excluded by law

Notwithstanding Sections 19.1 and 19.2, nothing in these Terms limits liability that cannot be excluded or limited under applicable law, including but not limited to liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. any liability that cannot lawfully be excluded.

19.4 Allocation of risk

The parties acknowledge that the limitations in this Section 19 are reasonable allocations of risk and are a material basis of the bargain between them, including the fees payable under these Terms.

§ 20Indemnity

20.1 Our indemnity to Client

Subject to Section 19, we will indemnify, defend, and hold Client harmless from and against any third-party claim that a Deliverable (excluding AI Outputs and Third Party Services) infringes the third party's IP rights, provided that Client:

1. gives us prompt written notice of the claim;
2. gives us sole control of the defence and settlement (provided we do not admit liability on Client's behalf without Client's consent); and
3. provides reasonable cooperation, at our cost.

20.2 Our options

If a Deliverable becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may at our option and expense:

1. procure for Client the right to continue using the Deliverable;
2. modify the Deliverable so it is non-infringing while preserving functionality; or
3. terminate the affected SOW and refund fees paid for the infringing Deliverable, less a reasonable amount for the period of use.

20.3 Client indemnity to us

Client will indemnify, defend, and hold us harmless from and against any third-party claim arising from:

1. Client Materials, including any IP infringement or unlawful content therein;
2. Client's Inputs to AI Services and Client's use of AI Outputs after Acceptance;
3. Client's use of Third Party Services in breach of those services' terms;
4. Client's breach of any applicable law; and
5. any product or service offered by Client in connection with the Deliverables.

20.4 Procedure

The indemnified party will give the indemnifying party prompt written notice and reasonable cooperation. The indemnifying party has sole control of the defence and any settlement that imposes any obligation or admission on the indemnified party, except with the indemnified party's prior written consent.

§ 21Suspension

21.1 Grounds for suspension

We may suspend any or all of the Services (including access to hosted systems, dashboards, and BYOK integrations) immediately and without liability if:

1. any amount payable by Client is overdue;
2. Client breaches any material term of these Terms (including a Client Responsibility under Section 5) and fails to remedy within 14 days of written notice;
3. Client's use of the Services breaches any applicable law or any third party's terms;
4. a regulatory or governmental body directs us to suspend;
5. continuing to provide the Services would, in our reasonable opinion, expose us to legal, security, or reputational risk;
6. a Force Majeure Event prevents us from providing the Services; or
7. suspension is required for security, maintenance, or technical reasons.

21.2 Effect of suspension

1. Suspension does not relieve Client of any payment obligation for Services performed or expenses incurred.
2. We will use reasonable efforts to give advance notice where practicable.
3. Suspension is not a termination and does not waive any of our rights.

§ 22Term & Termination

22.1 Term

These Terms commence on the Effective Date and continue until terminated in accordance with this Section.

22.2 Termination for convenience

Either party may terminate an individual SOW for convenience on written notice of no less than 30 days. Termination of one SOW does not terminate any other SOW or these Terms as a whole.

22.3 Termination for cause

Either party may terminate an SOW or these Terms immediately on written notice if the other party:

1. materially breaches these Terms and fails to remedy within 14 days of written notice;
2. becomes insolvent, enters liquidation, has a receiver or liquidator appointed, or otherwise becomes unable to pay its debts as they fall due;
3. ceases or threatens to cease to do business; or
4. is convicted of a criminal offence related to its business or is the subject of sanctions.

22.4 No refunds on termination for cause by us

If we terminate under Section 22.3, Client is not entitled to a refund of any fees paid, and Client remains liable for all unpaid fees for work performed and non-cancellable costs incurred.

§ 23Effect of Termination

23.1 Cessation of work

On termination or expiry of an SOW:

1. work on that engagement ceases;
2. licences granted by us to Client under that SOW (other than licences to Background IP and any perpetual licences to embedded third-party materials) terminate;
3. Client remains liable for all fees for work performed up to the termination date, including any non-cancellable third-party costs.

23.2 Return or deletion of Client Materials

1. Within 30 days of termination, Client may request, in writing, a copy of all Client Materials and Deliverables in our possession in a common format.
2. After that period (or earlier at our discretion), we will delete all Client Materials and Deliverables, except where retention is required by law or by our legitimate business records.
3. We are not obliged to return Deliverables until all outstanding fees under all SOWs are paid.

23.3 Data deletion

We will delete personal data in accordance with our Privacy Policy and applicable law (see Section 13).

23.4 Outstanding invoices

All outstanding invoices become due immediately on termination.

23.5 Survival

The following Sections survive termination: 1, 2, 8 (in respect of amounts due), 9 (in respect of licences already granted), 12, 13, 18, 19, 20, 23, 24, and 25, and any other Section which by its nature is intended to survive.

§ 24Force Majeure

24.1 Definition

A "Force Majeure Event" is any event beyond a party's reasonable control, including acts of God, war, terrorism, riot, civil commotion, pandemics, government orders, sanctions, embargoes, internet or telecommunications failure (other than failure of a party's own systems), utilities failure, natural disasters, strikes (other than strikes by that party's own staff), and the failure of any third party (including any Third Party Service).

24.2 Effect

1. A party affected by a Force Majeure Event is relieved from performance of its obligations (other than payment obligations) for the duration of the event.
2. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.
3. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected SOW on written notice.

§ 25General Terms

25.1 Governing law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by, and construed in accordance with, the laws of the Macau Special Administrative Region ("Macau SAR"). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.2 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of the Macau SAR in respect of any dispute or claim arising out of or in connection with these Terms. Nothing in this clause prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction.

25.3 Notices

1. Form. Notices under these Terms must be in writing and delivered by email to the addresses set out in the relevant Order Form or SOW.
2. Effective time. A notice is deemed received:
   1. if sent by email, on the next Business Day after sending, provided no bounce or delivery-failure notice is received;
   2. if sent by post or courier, on the second Business Day after sending within Macau SAR, or the seventh Business Day internationally.

25.4 Assignment

1. Client may not assign or transfer these Terms (in whole or in part) without our prior written consent.
2. We may assign these Terms to an Affiliate, to a purchaser of our business, or in connection with a merger, restructuring, or sale of substantially all of our assets, on notice to Client.

25.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed and the remainder will continue in full force and effect. Where possible, the invalid provision will be replaced with a valid provision that most closely reflects the original intent.

25.6 Waiver

No failure or delay by a party in exercising any right under these Terms constitutes a waiver of that right. Waivers must be in writing and signed by the waiving party.

25.7 Entire agreement

These Terms, together with any Order Form, SOW, Change Request, and any documents expressly referenced in them, constitute the entire agreement between the parties in relation to its subject matter and supersede all prior agreements, representations, and understandings (whether oral or written).

25.8 No third-party beneficiaries

These Terms do not create any right enforceable by any person who is not a party to them, except for our Affiliates.

25.9 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

25.10 Counterparts and electronic execution

These Terms, and any Order Form or SOW, may be executed in counterparts (including by electronic signature), each of which constitutes an original and which together constitute one and the same instrument.

25.11 Language

These Terms are drafted in English. Where a translation is provided (for example, in Traditional Chinese at /zh-hant/terms/), the English version prevails in case of conflict.

25.12 Changes to these Terms

We may update these Terms from time to time. The updated Terms apply to any new Order Form or SOW signed after the update. Existing engagements continue to be governed by the version in force on the effective date of the relevant SOW unless both parties agree otherwise in writing.