Terms of Service

01.Introduction

Welcome to the website of KIMYOU ENTERPRISE LIMITED, a company registered in Hong Kong with its registered office at 4/F, BLK L, 1 LOK SHAN RD, To Kwa Wan, Hong Kong (HK). This page sets out the terms on which you may use our website and the terms on which we supply our professional services.

Our company provides computer systems design and computer integrated systems design services to business enterprises, along with related services including architecture consulting, data engineering, platform integration, security governance, managed operations and technology advisory.

We ask that you read these Terms of Service carefully. They are intended to be fair to both parties and to set clear expectations about the working relationship between our company and our clients. If you do not agree with any part of these terms, please do not use the website or engage our services.

02.Acceptance of These Terms

By accessing or using our website, you agree to be bound by these Terms of Service and by our Privacy Policy, which is available at /privacy and forms part of the agreement between us.

By requesting a proposal, engaging our services or entering into a statement of work, you confirm that you have read, understood and accepted these terms and that you have the authority to bind the organisation you represent to this agreement.

If you do not agree to these terms, you must not use the website or proceed with an engagement. Use of the website is limited to lawful purposes, and we may restrict access to any part of the website at our discretion where we believe such restriction is necessary to protect the website or our other users.

03.Definitions

The following definitions apply throughout these Terms of Service unless the context requires otherwise.

The Company, we, us and our mean KIMYOU ENTERPRISE LIMITED, 4/F, BLK L, 1 LOK SHAN RD, To Kwa Wan, Hong Kong (HK). Client and you mean the organisation or individual that engages our services or uses the website.

Services mean the computer systems design, computer integrated systems design and related professional services described in section 4 of these terms. Deliverables mean the reports, designs, software, documentation and other materials produced by us in the course of an engagement.

Statement of Work means the written description of a particular engagement, including its scope, timeline and fees, agreed between the parties and referencing these terms. Confidential Information has the meaning given in section 12.

04.Description of Services

Our services fall within the computer systems design and computer integrated systems design industry classification. We design and integrate computer systems that help enterprises run their operations more reliably, more securely and more efficiently.

Our systems architecture and engineering services define the structure of enterprise platforms, including service boundaries, data flows, capacity planning and resilience strategies. Our data services design models, build pipelines and enforce quality controls across the information that powers decision making.

Our platform integration services connect new systems with existing applications through controlled interfaces and disciplined change management. Our security governance services establish access policies, encryption standards, monitoring baselines and incident procedures.

Our managed operations services monitor, patch and support live systems to meet availability targets. Our advisory services help leadership assess their technology estate and choose between building, buying or partnering.

The precise scope, milestones and fees of any engagement are set out in a Statement of Work. Where a Statement of Work conflicts with these terms, the Statement of Work governs in respect of the specific engagement, unless the conflict concerns a clause that these terms identify as non-waivable.

05.Eligibility and Authority

Our website and services are directed at business enterprises and professionals acting in a business capacity. By using the website or entering into an engagement, you confirm that you are of legal age in your jurisdiction and that you have the capacity to enter into binding contracts.

Where you enter into an engagement on behalf of an organisation, you warrant that you are authorised to bind that organisation and that the information you provide about it is accurate. If you lack that authority, you will be personally responsible for the obligations you accept.

We reserve the right to decline any engagement, to ask for additional information about a prospective client, and to refuse services where doing so would conflict with law, with our professional standards or with a genuine business concern.

06.Engagement Process

An engagement begins when the parties agree a Statement of Work. The Statement of Work records the services to be delivered, the deliverables, the timeline, the fees and any specific assumptions that the work relies upon.

We prepare the Statement of Work following a discovery phase in which we understand your requirements, review the existing environment and confirm the objectives and success measures. The discovery phase itself may be a paid engagement where it involves material work, and this will be agreed before it begins.

Changes to a Statement of Work are made only by a written variation agreed by both parties. Unauthorised additions, additional requirements discovered during delivery, or delays caused by the client may result in a revised fee and timeline, and we will agree such revisions transparently before proceeding.

Estimates provided before an engagement are made in good faith based on the information available. An estimate is not a fixed quote unless it is expressly confirmed as such in a Statement of Work.

07.Client Responsibilities

Successful engagements depend on timely and accurate cooperation from the client. You agree to provide the information, access, decisions and resources reasonably required for us to perform the services.

You are responsible for ensuring that any material you provide to us is lawful and that you have the right to supply it. You are responsible for the actions of your personnel during the engagement and for maintaining the confidentiality of any access credentials issued to you.

You agree to respond promptly to requests for review and approval of deliverables and to make decisions within agreed timeframes. Delays in providing required input may extend the delivery schedule, and we are not responsible for delays caused by missing client input.

Where the engagement involves access to your systems, you agree to provide a safe and lawful working environment, including the permissions needed to perform the work, and you remain responsible for the security of your own environment outside the scope of our work.

08.Fees, Invoicing and Payment

Fees are stated in the relevant Statement of Work and are payable in the currency agreed in that document, unless otherwise agreed in writing.

Unless a Statement of Work provides otherwise, we invoice for work on a monthly basis or against agreed milestones, and invoices are due within thirty days of the invoice date. Where an engagement requires a deposit or advance payment, this will be stated in the Statement of Work and is payable before the relevant work begins.

Where we act as a processor of data on a client behalf, fees for the underlying services remain payable even where the volume of data changes within agreed limits. Time-based fees are recorded accurately and reported transparently.

Payments not received by the due date may accrue interest at a rate that is lawful in the governing jurisdiction, and we may suspend ongoing work until outstanding amounts are settled. We will give reasonable notice before suspending work for non-payment.

09.Taxes

All fees are exclusive of applicable taxes unless stated otherwise. You are responsible for any taxes, duties or levies that apply to the services or to the payments made under the engagement, other than taxes assessed on our own income.

Where a tax applies to a payment, the amount payable will be increased by the applicable tax, and you will provide any documentation reasonably required to support a valid exemption or relief.

If a government authority requires us to withhold tax from a payment, we will make the withholding, pay it to the appropriate authority and provide you with the official receipt or certificate, so that the payment is treated as received in the amount that would have applied before the withholding.

10.Intellectual Property

All rights, title and interest in the deliverables we produce and the methods, tools, frameworks, templates and know-how we use, whether created before or during an engagement, remain our property or the property of our licensors.

Upon full payment of the agreed fees, we grant the client a perpetual, non-exclusive, non-transferable licence to use the deliverables for the client internal business purposes described in the Statement of Work. The licence does not extend to any separate use, sub-licensing or redistribution without our prior written consent.

Nothing in this agreement transfers ownership of any software, source code, underlying architecture or general-purpose components we develop. Components that are generally applicable across clients remain our property and may be reused, provided we do not disclose client confidential information in the process.

Where the client owns pre-existing intellectual property, that ownership is unaffected by this agreement, and any use by us of client materials is limited to the purposes of the engagement.

11.Client Materials and License

You retain all rights in the materials, data and content you provide to us in connection with an engagement. You grant us a non-exclusive licence to use, copy and process those materials solely for the purpose of performing the services.

You warrant that you own or are licensed to use all client materials and that their use in connection with the services does not infringe the rights of any third party or violate any law.

After the engagement ends, we will return or securely delete client materials at your written request, subject to our data retention and legal obligations. We will not retain client materials longer than necessary for the purposes for which they were provided.

12.Confidentiality

Confidential Information means any non-public information disclosed by one party to the other in connection with an engagement, including technical designs, business plans, financial data, client lists and the terms of the engagement itself.

Each party agrees to hold the Confidential Information of the other party in confidence, to use it only for the purposes of the engagement, and to disclose it only to personnel who need it and who are bound by comparable obligations of confidentiality.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, information already lawfully in the receiving party possession, information independently developed, or information required to be disclosed by law or court order.

These confidentiality obligations survive the termination of the engagement for a period of five years, or indefinitely for trade secrets and other information that would reasonably remain confidential for a longer period.

13.Warranties and Disclaimers

We warrant that our services will be performed with reasonable care and skill, in accordance with the Statement of Work and in line with the standards of the computer systems design profession.

The website and the information on it are provided on an as-is and as-available basis. To the maximum extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the website will be uninterrupted, error-free or free of harmful components, and we are not responsible for any loss arising from the use of information on the website, including reliance on general content that is not specific advice for a particular situation.

The rights described in this section do not affect any rights you may have under consumer protection law that cannot lawfully be excluded or limited.

14.Limitation of Liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill or interruption of business, arising out of or in connection with these terms or any engagement.

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, is limited to the total fees paid or payable by the client for the engagement giving rise to the claim.

Nothing in these terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, for death or personal injury caused by negligence, or for any other liability that is mandatory under the governing law.

Each party must take reasonable steps to mitigate any loss it may suffer, and neither party is liable for loss that could have been avoided by reasonable mitigation.

15.Indemnification

You agree to indemnify and hold harmless KIMYOU ENTERPRISE LIMITED, its officers, employees and contractors from and against any claims, damages, losses and reasonable expenses arising out of or in connection with your use of the website, your breach of these terms, or your provision of client materials that infringe the rights of any third party.

We agree to indemnify you against claims that a deliverable supplied to you under an engagement infringes the intellectual property rights of a third party, provided you give us prompt written notice, reasonable cooperation and the sole authority to defend and settle the claim.

The indemnifying party liability under this section is subject to the general limitation of liability in section 14 and to the requirement that the indemnified party not admit fault or settle any claim without the indemnifying party consent.

16.Suspension and Termination

Either party may terminate an engagement with immediate effect by written notice if the other party commits a material breach of the agreement and fails to remedy that breach within thirty days of receiving notice describing the breach.

We may suspend services with reasonable notice where the client fails to pay amounts due, fails to provide required access or input, or acts in a way that creates a risk to our personnel, systems or reputation.

We may terminate the agreement immediately by written notice where the client is subject to insolvency proceedings, makes an assignment for the benefit of creditors, or otherwise becomes unable to meet its obligations.

On termination, each party remains liable for obligations that accrued before the termination date, including payment for work properly performed to that date.

17.Effects of Termination

On termination of an engagement, we will stop providing the services and deliver to the client any complete deliverables produced to the date of termination, subject to payment of all amounts due for work performed.

Provisions of these terms that by their nature are intended to survive termination will survive, including sections 9, 10, 11, 12, 14, 15, 18 and 20, together with any accrued payment obligations.

Where the client has engaged us for managed operations, termination of the services will include an orderly handover period as set out in the Statement of Work, so that the client operation is not left without cover.

On termination for convenience by the client, fees for work performed and committed resources up to the termination date remain payable, as stated in the Statement of Work.

18.Governing Law and Disputes

These Terms of Service and any engagement governed by them are governed by the laws of the Hong Kong Special Administrative Region of the People Republic of China, without regard to conflict of law principles.

The parties will first attempt in good faith to resolve any dispute arising out of or in connection with these terms through senior-level negotiation. If the dispute is not resolved within thirty days, either party may refer it to mediation conducted in Hong Kong by a mediator agreed between the parties.

Any dispute that remains unresolved after mediation may be submitted to the exclusive jurisdiction of the courts of Hong Kong. Each party irrevocably submits to that jurisdiction.

Nothing in this section prevents either party from seeking urgent interim relief, including an injunction, from a court of competent jurisdiction where such relief is necessary to protect its rights or property.

19.Force Majeure

Neither party is liable for any failure or delay in performing its obligations under an engagement that results from a force majeure event, including natural disasters, war, civil unrest, terrorism, pandemic, government action, power failure, telecommunications failure or other circumstances beyond the reasonable control of the affected party.

The affected party will notify the other party promptly of the force majeure event and the expected duration of the delay, and will use reasonable efforts to limit the impact of the event.

If a force majeure event continues for more than sixty days, either party may terminate the affected engagement by written notice, and payment will be made for work properly performed up to the termination date.

20.General Provisions

Entire agreement. These Terms of Service, together with the applicable Statement of Work and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, understandings and agreements relating to the subject matter.

Severability. If any provision of these terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect.

Waiver. A failure to exercise any right under these terms is not a waiver of that right. No waiver is effective unless it is in writing and signed by the party granting it.

Assignment. Neither party may assign its rights or obligations under an engagement without the prior written consent of the other party, except that we may assign the agreement to an affiliate or a successor in a merger or acquisition.

Notices. Notices under these terms will be sent in writing to the contact details stated in the Statement of Work, and will be deemed received on the date of delivery if sent by confirmed email or registered mail.

21.Contact Information

If you have any question about these Terms of Service, about an existing engagement, or about any other matter concerning our company, please contact us using the details below.

Email: feedback@kimyou.buzz

Telephone: +15178588199

We will acknowledge your message promptly and respond within a reasonable time. For questions about an active engagement, please refer to the contact persons named in the relevant Statement of Work in the first instance.