Terms and Conditions

Agreement to Terms

You wish to appoint us to provide you with the services that you have requested through the website found at eunoia-creative.com (“Website”) or otherwise provided in a quotation, and we agree to provide those services, in accordance with the terms and conditions set out below (“Terms”).

These Terms may be updated by us from time to time without notice. You should check this page regularly to take notice of any changes we may have made to the Terms before placing any new order with us. Please keep a copy for your records.

You acknowledge and agree that you have had sufficient chances to read and understand the Terms. By using the Services, you agree to be bound by these Terms.

Services

All services are provided subject to these Terms, which, together with the Quotation, set out the entire understanding and agreement between us.

Quotation refers to any quotation, proposal, statement of work, or services description from us as appears on our Website in relation to the services you have purchased, or as provided by us to you from time to time.

Fees and Costs

In consideration for us providing the services, you must pay all fees, charges, and costs set out in the Quotation.

If you require any services not contained in the original Quotation, or if there are elements of the services which require additional time, material, or resources to be provided by us, including requests for changes or further services after approval of a deliverable, then we will advise you of the additional services and additional fees required before providing you with the additional services.

Payment

For projects over HKD 500, we will issue a deposit invoice.

Our services will only commence after payment is received. However, if we commence work before receiving payment, this does not prejudice our right to seek payment.

Timing

We will use reasonable commercial endeavours to deliver the services in accordance with any agreed timeframes, but we do not guarantee any timing estimates and we will not be in breach of our obligations if we fail to meet any such timelines.

Intellectual Property Rights

You acknowledge and agree that all Intellectual Property Rights in all creation files, working files, artwork, and other documents provided by us in connection with the services vest in us upon creation. This does not include your Background IP or any licences (such as image licences).

Upon full payment of our fees, we will assign to you all Intellectual Property Rights in the project, except in relation to any of our Background IP. In such a case, we retain a perpetual, irrevocable licence to use the relevant project Intellectual Property Rights unless agreed otherwise in writing. Intellectual Property Rights that we have agreed to transfer to you do not include any licences or other Intellectual Property Rights that we are not able to assign.

Each party retains ownership of its Background IP and grants the other party a non-exclusive, royalty-free licence: for us, to the extent necessary to provide the services, exercise our rights under these Terms, and for you, only for the purpose and scope of the project, unless otherwise agreed in writing.

If during the course of providing the services we develop, discover, or first reduce to practise a concept, product, or process which is capable of being patented, then such concept, product, or process will remain our property and you must not use or appropriate such property without our written consent.

To the extent permitted by applicable laws, we will, upon your request in writing, procure the consent from the holder of any moral rights in the project.

We may purchase rights to images that we use in providing the services to you. Such images may be subject to a licence agreement between us and a third party that may restrict your use of those images. Please ask us if you would like a copy of the terms of any such licence. Unless otherwise agreed in writing, we may use images that have been used in providing the services to you with other clients or on other works. If you require specific images, you may be required to pay additional fees. Even if we agree to provide an image to you exclusively, we cannot guarantee that the image will not be used by other third parties who may have obtained these images from another party.

We reserve the right to display all designs that we create for you on our website and marketing materials.

Only final deliverable(s) will be supplied (e.g., Artwork and layered files are not included), unless otherwise agreed in writing.

Warranties and Liability

You warrant that all work and materials provided by you (including your Background IP) will be free and clear of all liens and encumbrances and may be lawfully used by us without infringing upon the rights of others, including but not limited to, any copyright, trade secret, patent, or trademark rights of any third party.

You acknowledge that you have not relied on any advice, representation, or warranty given by us in connection with the services that are not expressly stated in this document.

To the extent permitted by law, all warranties, conditions, and representations by us are excluded. If a term is implied by law into this document and the law prohibits provisions in a contract excluding or modifying liability under that term, then it will be included in this document. However, our liability for breach of such terms will be limited, at our option, to one or more of the following: the supply of the services again; or the payment of the cost of having the services supplied again.

If you are not happy with our services, to the extent permitted by law, we will not provide you with a refund but will supply you with the services again within reason until you are satisfied with the services. To the extent permitted by law, neither we nor any of our officers, employees, agents, or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability, or costs incurred or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the services.

Without limitation, we will under no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue, and loss of business opportunity.

You indemnify and hold us harmless in respect of any and all claims, loss, or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of: any act done by us in good faith and purportedly pursuant to a right granted to us under the provisions of this document, any infringement by you of third-party Intellectual Property Rights, and/or any breach by you of any of the terms of this document.

We do not guarantee that our services will provide any specific results. In particular, and without limiting the foregoing, we make no guarantees, warranties, or representations as to sales or revenue that may be achieved or that you will receive any new or increased numbers of customers as a result of our services.

Confidentiality

“Confidential Information” means all material or information of a confidential nature, received or acquired by us or our customers or created either partly or wholly by us during the course of this agreement, relating to the Services and products, including software products, or general business operations of us and our customers. Such information or material may include, but is not limited to: technical information: methods, processes, systems, techniques, products, services, computer programs and research projects; business information: customer lists, pricing data, sources of supply, financial data and marketing, production, business proposals, plans, production plans and schedules, and creative development: concept development, names, titles, images, illustrations, logos, motion graphics, designs, computer data, and production of all media associated with any project.

We agree that we will treat all Confidential Information as being strictly confidential, and hold it in the strictest confidence, at all times during and after termination of this agreement, and that this requirement is reasonable to protect the Confidential Information of us and our clients.

We agree not to disclose, or cause or allow to be disclosed, Confidential Information to any person, except: if required to do so by law, although we must notify the client immediately upon becoming aware that we will be required to disclose any Confidential Information in accordance with this clause; with the client’s express prior written consent; to our agents, employees, or advisers as a necessary part of the proper performance of our duties and only to the extent necessary to properly carry out those duties.

We agree that we will not use the Confidential Information, or cause or allow the Confidential Information to be used: for our own benefit or advantage; for the benefit or advantage of any person except us; or to the detriment of us or any related entities or our customers.

We must not make any copy or summary of any Confidential Information, except if required to do so in the course of the provision of the Services.

We acknowledge and agree that all Confidential Information is and will at all times remain the exclusive property of its customers, as the case may be.

We acknowledge and accept that we may be required to enter into a separate confidentiality agreement with customers of us.

The obligations above do not apply to any Confidential Information which is in the public domain other than due to a breach of an obligation of confidence (whether or not under this agreement).

Termination
If the provision of our services is postponed or terminated by you, we will retain the development designs for three months from the date that we commence providing the services. After that date, if you wish to retain our services again to continue with the provision of the previous services, we will provide you with a new Quotation.

We reserve the right to suspend services immediately at any time and without liability if you fail to perform your obligations under this document, including failing to make payments to us by a due date.

If you breach any term or condition of this document and fail to remedy such breach within 14 days of receiving written notification from us indicating the breach and requiring its remedy, then we may at our discretion treat this document as terminated, in which case we will retain the Intellectual Property.

 

Assignment

Neither this document nor any rights or obligations of this document may be assigned or otherwise transferred by either party without the prior written permission of the other party.

Intellectual Property Rights
Intellectual Property Rights means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright, know-how, trademarks (whether registered or not), business names (whether or not registered), domain names, inventions, discoveries, patents, patent applications, designs, circuit layouts, and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization of July 1967.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of Hong Kong. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms, which will remain in full force and effect.

Entire Agreement

These Terms, together with any Quotation, constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of these Terms shall be binding unless in writing and signed by both parties.

Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of any such right, power, or remedy.

Notices

Any notice required or permitted to be given under these Terms shall be in writing and shall be delivered by hand, sent by registered mail, or sent by email to the respective addresses provided by the parties.

Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms if such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to acts of God, war, natural disasters, fire, explosion, pandemic, governmental action, or failure of public utilities or transport systems.

No Partnership or Agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Third-Party Rights

A person who is not a party to these Terms shall not have any rights to enforce any term of these Terms.

Last Update

These Terms were last updated on 9 December 2022.