Iconstruction Terms and Conditions

Description of Service
iConstruction provides users with access to a range of services for online document control and collaboration including, but not limited to; document lists, directories, file storage services, email services, fax services, word processing services and system administration services ("the Services").  You may connect to the Services using MS Internet Explorer© v6 or Mozilla Firefox© v2 with the latest version of the Sun Microsystems Java© engine, or compatible browser.  Unless otherwise specified in your Contract with us you are responsible for procuring and maintaining internet connectivity for using the Services, which may also include periodic email communications.

Modification of Terms of Service
We may modify these Terms of Service, including pricing, upon notice to you at any time by email, and/or posting on our website (http://www.iconstructionasia.com/terms.php) and/or by written communication.  In the event that such changes substantially affect your use of the Services you may opt to terminate the Services as provided for herein.  Your continued use of the Services indicates your acceptance thereof and you agree to pay any charges due accordingly.

Privacy
Any personal information provided to us by you during signup or use of the Services will be managed in accordance with the laws of the HKSAR.  You are responsible for ensuring your login and password are kept confidential at all times and that any disclosure is reported to us promptly so that appropriate action can be taken.  You agree to notify us in advance of any change of address or company name or other material information which might affect your use of the Services.

Restriction of Use
You are responsible for proper operation of your account and agree not to permit it to be used for any illegal or improper purpose, and to notify us promptly in such event.  You agree not to transfer or otherwise make available the Services to any person outside your organisation, or to provide any commercial service based on the Services, or to use the Services contrary to the contracted scope and license.

Information Ownership
The iConstruction Software remains our property at all times, whilst ownership of and title to any in house Server passes to you upon full payment.  Ownership of any data created by you using the Services remains with you.  You agree to provide access to the iConstruction Server at any reasonable times and to allow us to uninstall or remove the iConstruction software unhindered upon termination.

Payment
We will send you an invoice periodically in accordance with the contracted scope of services. Unless otherwise specified, any subscription fees are payable quarterly in advance and you agree to pay the full amount of such invoice before the due date for payment.  If you have elected to pay by credit card you hereby authorise us to charge your credit or charge card with the full amount of such invoice at any time before the due date for payment, such authorisation to continue after the expiry date on any such card. Notwithstanding any suspension of the Services, you are still liable to pay the Fees current from time to time for the Services and any suspension period until the date of the termination of the Services or the resumption of the Services. Any disputes regarding an invoice must be raised within 30 days of the date of the invoice notwithstanding, where relevant, any terms to the contrary in any cardholder agreement with the bank. Please note that no credit or refund is available in respect of any time when the Services are 'down' or suspended. If you have not paid any invoice by the due date, we reserve the right to (i) vary the billing frequency at any time without prior justification; (ii) issue an interim invoice for accrued charges, which will become immediately due and payable; (iii) re-issue any invoice if any error is subsequently discovered; and invoice you through a billing agent or any of our Affiliates; (iv) charge interest on any outstanding amount at 2% per month until the invoice has been paid in full and to charge a handling fee, collection agency fee, reconnection fee and/or require a security deposit if your access to the Services is suspended or terminated before payment is made; and (v) transfer any amount that is owing to you or due from you under any of your accounts, if you have more than one account with us, so as to settle any outstanding amount due to us under any of your accounts whether they have been terminated or suspended.

Software Licence
We hereby grant to you a non-exclusive and non-transferable licence for you to store, run and use parts of the iConstruction Software on your computer as dictated by our system, and in accordance with the terms and conditions of this Agreement and the software licence which accompanies the Software but not further or otherwise. Except to the extent permitted by law, you shall not backup, alter, modify, adapt or translate the Software nor decompile, disassemble or reverse engineer the same nor attempt to do any such thing.

Hardware and Connection
You agree (i) that the provision of access to the Services is subject to the modification of your personal computers configuration and the installation of the relevant Hardware and Software; (ii) to authorise us or our authorised agents to reconfigure your personal computer to allow access to the Services and (iii) that it will be your responsibility prior to installation or configuration of Hardware or Software in this clause to back up data on your personal computer and (iv) that we will not be liable for any loss or damage (including loss of data) suffered by you or any other person arising directly or indirectly from our configuration or installation activities under this clause

Termination
We may terminate this Agreement at any time on the giving of at least one calendar month notice to you or immediately by notice to you if you breach any term of this Agreement. You may terminate this Agreement at any time by giving at least one calendar month prior notice to us. This Agreement is automatically terminated if (i) the installation of the Hardware or Software does not occur for any reason or (ii) you are not be able to relocate any iConstruction Server provided and (iii) if the relocation area (whether within or outside of Hong Kong) does not have adequate internet coverage. In the event that you are not able to relocate any iConstruction Server, we may terminate this Agreement without liability to you. You shall be liable to pay (i) the installation fee for any iConstruction Server and (ii) total monthly fees for the period from the date of termination to the expiry of the contract term.

Effect of Termination
Upon the date of termination of this Agreement (i) all licences, rights and privileges granted to you under the terms of this Agreement shall cease; and (ii) you will promptly return any Service Provisioning Equipment to us in good and clean condition whereupon we shall refund any security deposit to you (after deducting any outstanding Fees and any loss or damage (if any) suffered by us in connection to your use of the Service Provisioning Equipment but under no circumstances will you be entitled to a refund of any Fees, interest on any security deposit or any pro rata monthly service fee). Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision contained in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

General
We may appoint agents, assign or sub-contract the whole or any part of our rights and/or obligations contained in this Agreement to any person at any time. The English version of these terms and conditions shall prevail over any Chinese version which is provided for information purposes only. If any term or condition of this Agreement becomes or is declared illegal, invalid or unenforceable for any reason, such term or condition shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement. This Agreement shall be governed by the laws of the Hong Kong SAR and the parties hereby submit to the non-exclusive jurisdiction of the courts of the Hong Kong SAR.

The above notwithstanding you agree that any dispute or claim arising out of or relating to the Terms shall in the first instance be settled by binding arbitration in accordance with the commercial arbitration rules of the Hong Kong International Arbitration Centre. Any such dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in the Hong Kong Special Administrative Region and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Prius may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Trademark
Prius, Prius logo, iConstruction, iConstruction logo, the names of different iConstruction Services and their logos are the copyright of Prius Consulting Limited and may not be used without prior written permission.

Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. PRIUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Prius MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM Prius, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Limitation of Liability
YOU AGREE THAT PRIUS SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF PRIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PRIUS RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL PRIUSĄSS ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID YOU TOWARDS SUCH SERVICE.

Indemnification
You agree to indemnify and hold harmless Prius, its officers, directors, employees, suppliers, partners and associates, from and against any losses, damages, fines and expenses (including legal fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services.

You agree to indemnify us against any action, liability, cost, claim, loss, damage, proceeding, and/or expense suffered or incurred by us arising from or which is related to (i) your use, any Designated Users' use and/or any other person's use of the Services where such person was able to access the Services by i) using your or a Designated User's login ID and/or password; (ii) any theft, loss and/or damage caused to the Services and (ii) any breach or non-observance of any term of this Agreement by you or any Designated User.