Service Provider Terms
These terms govern the engagement of independent service providers by G-ON TECHNOLOGY LIMITED. They are published at a permanent address and are accepted in writing before any assignment begins.
1. Definitions and parties
Company means G-ON TECHNOLOGY LIMITED, incorporated in the Hong Kong Special Administrative Region under the Companies Ordinance (Cap. 622).
Service Provider means the individual or entity that accepts these terms.
Assignment means a specific piece of work described in writing by the Company and accepted by the Service Provider, identified by an Assignment Reference.
Assignment Reference means the identifier the Company allocates to an
assignment, in the form A-YYYY-NNNN, which appears in the assignment
description, in the invoice or acceptance record, and in the narrative of the
payment made for it.
Deliverable means the result of an assignment in the form the assignment description specifies.
2. Subject of these terms
The Service Provider renders consulting, research, development and marketing services to the Company on a per-assignment basis. Each assignment stands separately. These terms create no obligation on the Company to offer any assignment, and none on the Service Provider to accept one.
3. Issue and acceptance of an assignment
The Company issues an assignment in writing, stating the work required, the form of the deliverable, the deadline and the fee.
The Service Provider accepts by written reply. Work begun without a written acceptance is not covered by these terms and is not payable.
The Company reviews the deliverable within a reasonable period and either accepts it or states in writing what is deficient. Where the deliverable does not meet the assignment description, the Service Provider corrects it within an agreed period at no additional fee.
4. Fees, currency and payment
The fee for each assignment is stated in the assignment description and is fixed before work begins. Unless the assignment description says otherwise, the fee is inclusive of all costs the Service Provider incurs.
Fees are payable in the currency stated in the assignment description, against an invoice or an acceptance record, within the period stated there.
Payment is made through the payment provider the Company uses for cross-border disbursement. The payment narrative states the version of these terms in force and the Assignment Reference.
The Company may withhold payment for a deliverable it has stated in writing to be deficient, until the deficiency is corrected.
5. Taxes
The fee is gross. The Service Provider is solely responsible for determining, declaring and paying any tax, social contribution or other charge arising from it in every jurisdiction where the Service Provider is liable, and for any filing or registration required there.
The Company makes no withholding on the Service Provider's behalf, and neither gives nor is capable of giving advice on the Service Provider's tax position.
Where the Company is required by law to withhold or to report a payment, it will do so and will tell the Service Provider what was withheld or reported.
6. Confidentiality and personal data
The Service Provider keeps confidential everything learned in connection with an assignment, including the identity of the Company's client where it is disclosed, the questions asked, and the contents of any deliverable. This obligation continues without limit of time.
The Service Provider does not use confidential information for any purpose other than performing the assignment, and does not disclose it to any other person without the Company's written permission.
Personal data received in connection with an assignment is used only for the assignment and is deleted when it is no longer needed for it.
7. Intellectual property
All intellectual property rights in a deliverable, and in anything created in the course of an assignment, vest in the Company on creation. Where a right does not vest automatically, the Service Provider assigns it to the Company on payment of the fee, and does what is reasonably required to give effect to that assignment.
Where the deliverable is software, this covers source code, build and deployment configuration, documentation and design assets. The Service Provider does not reuse the deliverable or any part of it in work for any other person, does not publish it, and does not include it in a portfolio or reference without the Company's written permission.
Where the Service Provider incorporates material they owned before the assignment, or material licensed from a third party, this is disclosed in advance, and the Company receives a perpetual, worldwide, irrevocable licence to use it as part of the deliverable.
To the extent permitted by law, the Service Provider waives any moral rights in the deliverable.
8. Independent contractor status
The Service Provider is an independent contractor. Nothing in these terms creates employment, partnership, agency or a joint venture.
The Service Provider determines how the work is performed, is not subject to the Company's internal rules or working hours, and is not integrated into the Company's organisation. The Service Provider is free to work for others, subject only to sections 6, 9 and 10.
The Service Provider receives no salary, no wage, no leave, no severance and no employment benefit of any kind. What is paid is a service fee for a completed assignment.
The Service Provider is responsible for their own insurance, equipment and working arrangements.
9. Inside information and material non-public information
The Service Provider does not disclose, and the Company does not accept, material non-public information concerning any listed issuer or any security. This applies whether or not the Company's client trades in securities, and whether or not the Service Provider believes the information is already known.
The Service Provider does not disclose confidential information belonging to a current or former employer, client or principal, and does not disclose anything they are contractually or professionally bound to keep.
The Service Provider does not disclose information obtained in a fiduciary capacity, information subject to legal professional privilege, or personal data concerning any individual who has not consented to its disclosure.
Where the Service Provider is uncertain whether information falls within this section, they do not disclose it. The Company would rather lose the answer.
10. Conflicts of interest
Before accepting an assignment, the Service Provider discloses any interest that could reasonably be seen to affect their objectivity, including any current or recent relationship with a party the assignment concerns.
The Company decides, together with its client where appropriate, whether the assignment proceeds. An interest disclosed and accepted is not a breach. An interest not disclosed is.
The Service Provider tells the Company promptly if such an interest arises after an assignment has begun.
11. Sanctions and compliance representations
The Service Provider represents, on accepting these terms and on accepting each assignment, that they are not listed on, owned or controlled by any person listed on, or acting on behalf of any person listed on any sanctions list maintained by the United Nations, the Hong Kong Special Administrative Region, the United States, the United Kingdom or the European Union; that they are not resident in or ordinarily located in a jurisdiction subject to comprehensive sanctions; and that performing the assignment will not breach any applicable sanctions, anti-money-laundering or anti-bribery law.
The Service Provider tells the Company immediately if any of these representations ceases to be true. The Company may terminate any assignment immediately if it does.
The Service Provider does not offer, promise or give anything of value to obtain an improper advantage in connection with an assignment.
12. Liability
The Service Provider performs each assignment with reasonable skill and care, and warrants that the deliverable is their own work and does not infringe the rights of any other person.
The Service Provider's liability in respect of an assignment is limited to the fee paid for it, except in respect of breach of sections 6, 7, 9, 10 or 11, fraud, or any liability that cannot lawfully be limited.
The Company's liability to the Service Provider in respect of an assignment is limited to the fee payable for it.
13. Governing law and dispute resolution
These terms are governed by the laws of the Hong Kong Special Administrative Region.
Any dispute arising from them is referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under its administered arbitration rules in force at the time the notice of arbitration is submitted. The seat is Hong Kong, the tribunal consists of one arbitrator and the language is English.
14. Acceptance
The Company sends the Service Provider a link to a specific version of these terms at a permanent address. The Service Provider accepts by written reply confirming acceptance of that version.
The Company retains the acceptance together with the version accepted. The version in force for an assignment is the version accepted before that assignment began, and it is identified in the payment narrative.
A Chinese translation of these terms may be provided for reference. In the event of any inconsistency, the English version prevails.
15. Term, versioning and amendment
These terms take effect on acceptance and continue until terminated by either party on written notice. Termination does not affect an assignment already begun, and does not affect sections 6, 7, 9 and 12, which survive it.
The Company may issue a revised version. Each version is published at its own permanent address and is never altered after publication; earlier versions remain available indefinitely. A revision does not apply to an assignment already begun under an earlier version. The Company sends any revised version to the Service Provider for acceptance before the next assignment is issued.