Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ROSY LIFE LIMITED ("Company," "we," "us," or "our") governing your access to and use of our website www.rosylife.lat and our professional services.

By accessing our website, engaging our services, or entering into any agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access our website or use our services.

2. Company Information

3. Services Description

ROSY LIFE LIMITED provides professional computer systems design and related technical services, including but not limited to:

• Computer integrated systems design and implementation
• Technical consulting and advisory services
• Scientific research and development services
• Specialized design services for technical solutions
• Architectural and engineering services for IT systems
• Professional support and maintenance services

Specific services, deliverables, timelines, and fees will be detailed in separate service agreements, statements of work, or proposals.

4. Eligibility and Account Registration

To engage our services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal authority to enter into binding contracts
• Provide accurate, current, and complete information
• Maintain the confidentiality of any account credentials
• Notify us immediately of any unauthorized access or security breaches

You are responsible for all activities that occur under your account or credentials.

5. Service Agreements and Contracts

5.1 Formation of Contract

A binding contract is formed when:

• We accept your request for services through written confirmation
• Both parties execute a formal service agreement or statement of work
• You accept our proposal or quotation in writing

5.2 Scope of Work

Each engagement will be governed by a specific scope of work that defines:

• Detailed description of services to be provided
• Project deliverables and milestones
• Timeline and completion dates
• Fees, payment terms, and expenses
• Responsibilities of both parties
• Acceptance criteria and procedures

5.3 Changes to Scope

Any changes to the agreed scope of work must be documented in writing and approved by both parties. Changes may result in adjustments to fees, timelines, and deliverables.

6. Fees and Payment Terms

6.1 Service Fees

Fees for our services will be specified in the applicable service agreement or proposal. Unless otherwise stated, all fees are quoted in Hong Kong Dollars (HKD) or US Dollars (USD).

6.2 Payment Schedule

Payment terms will be specified in each service agreement and may include:

• Upfront deposits or retainer fees
• Milestone-based payments
• Monthly or periodic invoicing
• Payment upon completion

6.3 Late Payment

Invoices are due within the period specified in the service agreement (typically 30 days from invoice date). Late payments may incur:

• Interest charges at the rate of 1.5% per month or the maximum allowed by law
• Suspension of services until payment is received
• Collection costs and legal fees

6.4 Expenses

Unless otherwise agreed, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing services, including travel, accommodation, and third-party costs.

6.5 Taxes

All fees are exclusive of applicable taxes, duties, or levies. You are responsible for paying all applicable taxes unless you provide a valid tax exemption certificate.

7. Client Responsibilities

To enable us to provide services effectively, you agree to:

• Provide timely access to necessary information, systems, and personnel
• Respond promptly to requests for information or decisions
• Ensure accuracy and completeness of information provided
• Designate authorized representatives for decision-making
• Comply with all applicable laws and regulations
• Maintain appropriate backups of your data and systems
• Provide a safe working environment if on-site services are required

8. Intellectual Property Rights

8.1 Pre-Existing IP

Each party retains all rights to intellectual property owned or developed prior to the engagement or independently of the services.

8.2 Developed IP

Ownership of intellectual property developed during the engagement will be specified in the service agreement. Typically:

• Custom deliverables created specifically for you may be assigned to you upon full payment
• We retain rights to general methodologies, tools, and frameworks
• We may retain rights to use anonymized or aggregated data for improvement purposes

8.3 License Grants

Upon full payment, we grant you a license to use deliverables as specified in the service agreement. We may retain the right to use project examples for marketing purposes with your consent.

8.4 Third-Party IP

If third-party intellectual property is incorporated into deliverables, you are responsible for obtaining necessary licenses unless otherwise agreed.

9. Confidentiality

9.1 Confidential Information

Both parties agree to maintain the confidentiality of proprietary and sensitive information disclosed during the engagement, including:

• Business strategies and plans
• Technical specifications and designs
• Financial information
• Customer and employee data
• Trade secrets and know-how

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

9.3 Duration

Confidentiality obligations survive termination of the service agreement for a period of five (5) years unless otherwise specified.

10. Warranties and Representations

10.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary skills, qualifications, and resources to provide services
• Services will comply with applicable laws and regulations
• We have the right to grant licenses for deliverables as specified

10.2 Your Warranties

You warrant that:

• You have authority to enter into agreements and engage our services
• Information provided to us is accurate and complete
• Your use of our services complies with applicable laws
• You have obtained necessary consents and permissions

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, WE PROVIDE SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions

Liability limitations do not apply to:

• Gross negligence or willful misconduct
• Fraud or fraudulent misrepresentation
• Death or personal injury caused by negligence
• Violations of intellectual property rights
• Matters that cannot be limited by law

12. Indemnification

You agree to indemnify, defend, and hold harmless ROSY LIFE LIMITED, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or any service agreement
• Your violation of applicable laws or regulations
• Your negligence or willful misconduct
• Infringement of third-party rights by your content or materials
• Your use of deliverables in a manner not authorized

13. Term and Termination

13.1 Term

Service agreements commence on the effective date specified and continue until completion of services or termination as provided herein.

13.2 Termination for Convenience

Either party may terminate a service agreement for convenience with written notice as specified in the agreement (typically 30 days). You remain obligated to pay for services performed and expenses incurred through the termination date.

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms or the service agreement
• Fails to cure a breach within 15 days of written notice
• Becomes insolvent or files for bankruptcy
• Ceases business operations

13.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• We will deliver completed work products as of the termination date
• Each party will return or destroy confidential information
• Provisions intended to survive termination remain in effect

14. Data Protection and Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to our data practices as described in the Privacy Policy.

15. Acceptable Use

You agree not to:

• Use our services for illegal or unauthorized purposes
• Violate any applicable laws, regulations, or third-party rights
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our services or infrastructure
• Engage in fraudulent or deceptive practices
• Use our services to harm, harass, or defame others

16. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failures of third-party services. The affected party must provide prompt notice and make reasonable efforts to mitigate the impact.

17. Independent Contractor

We are an independent contractor, not an employee, agent, or partner of yours. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.

18. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to affiliates or in connection with a merger, acquisition, or sale of assets.

19. Dispute Resolution

19.1 Negotiation

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation.

19.2 Mediation

If negotiation fails, the parties agree to attempt mediation before pursuing litigation or arbitration.

19.3 Arbitration

If mediation is unsuccessful, disputes shall be resolved through binding arbitration in Hong Kong under the rules of the Hong Kong International Arbitration Centre (HKIAC), unless otherwise agreed.

19.4 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or confidentiality breaches.

20. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Hong Kong, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Hong Kong for any disputes not resolved through arbitration.

21. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

22. Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

23. Entire Agreement

These Terms, together with any service agreements, statements of work, and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications, whether written or oral.

24. Amendments

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting updated Terms on our website
• Updating the "Last Updated" date
• Sending email notifications for significant changes

Your continued use of our services after changes become effective constitutes acceptance of the modified Terms. Service agreements in effect at the time of changes remain governed by the Terms in effect when the agreement was executed.

25. Notices

All notices under these Terms must be in writing and delivered to:

Notices are deemed received when delivered by email (with confirmation), or three (3) business days after mailing by registered post.

26. Survival

The following provisions survive termination or expiration of these Terms: Intellectual Property Rights, Confidentiality, Warranties, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature should survive.

27. Contact Information

For questions about these Terms of Service, please contact us: