General Terms and Conditions | Unique Logic

General Terms and Conditions

  • Validity of this service agreement: This service agreement is not legally binding and not capable of acceptance. Prices, product availability and specifications stated are current from the date of quotation and are subject to change without notice. Build times may vary due to the actual situation.
  • This service agreement is strictly confidential and should not be disclosed to third party.
  • Additional charge will apply for special arrangement, if any.
  • Unique Logic Limited shall not be liable for incidental, indirect, punitive, special or consequential damages arising out of or in connection with this service agreement or the use of products or services.
  • Unique Logic Limited warrants and represents that the services provided hereunder shall be provided in a professional workmanlike manner in accordance with industry standards.
Payment Terms
  • The charge of first one month will be considered as initial payment and it shall be transferred to Unique Logic Limited’s bank account upon signing of this service agreement.
  • Prepayments will not be refunded or allowed to be transferred to any third party upon termination. Unique Logic Limited reserves all rights to re-possess all service arranged to Company if Company shall commit a breach of this service agreement or upon termination of this service agreement.
  • Payment Arrangement: All monthly fees shall be payable on the first business day of each calendar month provided that the first month’s payment shall be paid on the signing of this service agreement. Interest payable on demand shall accrue on all outstanding fees at 2% per month compounded monthly. For instance, for the monthly service fees for the month of February, invoice will be issued on 1st of January, and Company shall settle the payment on or before 1st of February.
  • This special offer requires the completion of the contract period. If Company terminates this service agreement for any reason within the contract period, Company will be billed 100% of total monthly charge of the remaining months of the unexpired contract period.
  • Deposit, non-refundable and non-interest bearing, to be paid upon order confirmation. The deposit balance, after deducting the one-off cost, will credit to the Company’s account only upon completion of this service agreement.
  • Each party shall at its own cost and expense be solely responsible for (a) all taxes, duties, imposts, levies, rates and any other assessments payable to any revenue, custom or fiscal authorities in any part of the world and of whatsoever nature imposed upon its own real and personal property and net income; (b) all costs, interest, penalties, charges and expenses incidental or relating thereto; and (c) applying for all applicable exemptions, deductions, waivers, rebate, set-off, relief and allowance in connection therewith.
Termination
  • This service agreement commences on the day specified in the service agreement and ends at the expiration of the term. Company shall in writing notify Unique Logic Limited not less than one (1) month before the expiry of the term if it does not wish to renew this service agreement. In the absence of such notice and unless Unique Logic Limited terminates this service agreement in writing, this service agreement shall automatically be renewed on a monthly basis on the same terms with the same amount of fees payable Company and either party may by one (1) month’s written notice terminate this service agreement during such renewed term.
  • Any termination of this service agreement by Company shall only be effective if it is accepted by Unique Logic Limited by the issue of a formal termination notice by Unique Logic Limited. Either party may terminate this service agreement at any time if Unique Logic Limited is, solely as a result of its own default, unable to offer the service to Company, or if the service is deemed to be a tenancy due to any law, regulation or other reason beyond Unique Logic Limited’s control. If Company terminates this service agreement prior to the expiry of the term other than in accordance with this clause, it shall be liable for the fees for the entire term even though it may not enjoy the services for the entire term.
  • Any suspension of this service agreement by The Company shall only be effective if it is accepted by Unique Logic Limited by the issue of a request of suspension email by The Company and a confirmation email by Unique Logic Limited. Such suspension is limited to a maximum of three months.
  • Without prejudice to any other provision, if Company commits a breach of this service agreement, Unique Logic Limited shall have the right to suspend and/or terminate all or any of the services without prior notice without being liable to Company. Once the services have been suspended or terminated, reinstatement shall be at the sole discretion of Unique Logic Limited and subject to such conditions as Unique Logic Limited may think fit.
Force Majeure
  • If a party (the “affected party”) is prevented, hindered or delayed from or in performing any of its obligations under this service agreement by a Force Majeure Event (as hereinafter defined), then:-
  • the affected party’s obligations under this service agreement shall be suspended for so long as the Force Majeure Event continues and to the extent that that party is so prevented, hindered or delayed;
  • as soon as possible after the start of the Force Majeure Event, the affected party shall notify the other party of the Force Majeure event, the date on which the Force Majeure event started and the effects of the Force Majeure event on its ability to perform its obligations under this service agreement;
  • if the affected party does not comply with clause 8.(a)(ii) above, it forfeits its rights under clause 8.(a)(i);
  • the affected party shall use its best endeavours to mitigate the effects of the Force Majeure event on the performance of its obligations under this service agreement; and
  • as soon as possible after the end of the Force Majeure event, the affected party shall notify the other party that the Force Majeure event has ended and shall resume performance of its obligations under this service agreement.
  • If the Force Majeure event continues for more than ninety (90) days starting on the day the Force Majeure event starts, the other party may terminate this service agreement and/or the License or Services so affected by the Force Majeure event by giving not less than thirty (30) days’ notice to the affected party.
  • For the purposes of this service agreement, “Force Majeure Event” means any event beyond the reasonable control of the Affected Party and unknown to the Affected Party at the date of this service agreement including, without limitation, acts of God, industrial action (but excluding industrial action involving employees of the Affected Party or its sub-contractors), governmental action, or compliance with a law or governmental order, rule, regulation or direction (each, a “Force Majeure Event”).
General Provisions

Nothing in this service agreement shall be construed as creating the relationship between Unique Logic Limited and Company. If any of the provisions of this service agreement shall be illegal or invalid or unenforceable, it shall not affect the legality, validity, and enforceability of the other provisions of this service agreement. The illegal or invalid or unenforceable provision shall be deemed to have been deleted from this service agreement. Company shall abide by all applicable laws in relation to the use of the services. Company may not assign this service agreement without the prior written consent of Unique Logic Limited. The headings of these terms and conditions are for convenience only and shall not affect the interpretation of this service agreement. This service agreement shall be construed in accordance with the laws of Hong Kong and the parties hereby submit to the exclusive jurisdiction of the courts of Hong Kong. Other than Unique Logic Limited and Company, no one has any rights to enforce any of the terms and conditions contained in this service agreement and any other agreements or documents entered into or issued under or pursuant to this service agreement. The provisions of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) shall not apply to, and the same are hereby expressly excluded from, this service agreement and any other agreements or documents entered into or issued under or pursuant to this service agreement.

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