Publication date: 04 of January 2023
Company details: EGO CREATIVE INNOVATIONS LIMITED, registered at Suite A, 19th Floor, Two Chinachem Plaza, No.68 Connaught Road,Central, Hong Kong with Principal Office: 35th Floor, Central Plaza, 18 HarbourRoad, Wanchai, Hong Kong, Company # 2490854.
By placing an order on https://www.ego-cms.com/ you agree with the terms and conditions of the Offer.
This Offer and acceptance (hereinafter referred to as the Offer) is an official offer (public offer) of EGO CREATIVE INNOVATIONS LIMITED to any capable individual, as well as a legal entity or individual entrepreneur (hereinafter referred to as the Customer) to conclude an Agreement for the creation of digital products (hereinafter referred to as the Agreement) on the terms and conditions set forth in the Offer. The Agreement is an adhesion contract: the Customer agrees with the terms of the Agreement by accepting it as a whole. At the same time, the Customer confirms that the Agreement does not contain burdensome conditions for him, which he would not accept if he had the opportunity to participate in terms determining of the Agreement.
The provisions of the Offer can be changed unilaterally by posting on the website at the following address: https://www.ego-cms.com/legal/service-offer-agreement
The Offer is recognized as accepted at the time of Acceptance of the Offer.
1.1. Acceptance is an acceptance by the Customer of the terms of this Offer without reservations and exceptions by performing the actions specified in section 3 ofthe Offer. The Agreement is concluded by accepting the Offer.
1.2. Animation Images, Animated Icons, 3D Animation are pieces of visual art work that have been modeled as moving images.
1.3. Brief is a list of questions, whose answers form a task for the Service Provision.
1.4. Brand Book is a document that includes the Logo and other pieces of design (visual art), which describes the Brand’s concept and attributes, corporate identity, positioning of the company/client and other similar data.
1.5. Figma Design is a document developed in the Figma online tool that displays the design and architecture of a site that is part of the provided Services.
1.6. Agreement means a contract for the creation of digital products, which is concluded by accepting the Offer. The Agreement is a hybrid contract, including, depending on the applicable terms, the provisions of a Service Agreement, an agreement for the order, a contract for work, a license contract, an agreement on the alienation of the exclusive right.
1.7. Order is the Customer's request on the Website for the provision of Services related to the creation of digital products for the Agreement conclusion.
1.8. Customer - any individual or legal entity, as well as an individual entrepreneur who has accepted this Offer on the terms and conditions set forth in it.
1.9. Exclusive right is the exclusive right to use the Objects of Intellectual Property in full, as provided for by applicable law.
1.10. Company - EGO CREATIVE INNOVATIONS LIMITED, Company # 2490854, Registration address: Suite A,19th Floor, Two Chinachem Plaza, No.68 Connaught Road, Central, Hong Kong with Principal Office: 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, email: firstname.lastname@example.org.
1.11. Personalization Assets for social networks - graphic images with various formats and resolutions, according to individual requirements for the design of social networks, made using Brand Book design elements.
1.12. Personal Account is a part of the Company's Website designed for interaction between the Company and the Customer, access to which is carried out using authentication data (password and login) and after authorization.
1.13. License is the right to use the Objects of Intellectual Property in the ways, on the territory and for the period determined by the Agreement and the Plan. Types of Licenses:
1.14. Logo is a piece of visual art and design (sign, emblem, symbol) made in acertain color, graphic and stylistic solution.
1.15. Manager is a representative of the Company authorized to agree on the terms ofthe provision of the Services, calculate the cost of the Services, as well as other preliminary interaction with the Customer on all issues related to the conclusion and execution of the Agreement.
1.16. Intellectual property objects are the results of intellectual activity and equivalent Personalization Assets, the rights to which are protected in accordance with the law.
1.17. Offer means the document "Offer on the conclusion of an agreement forthe creation of digital products", posted on the Internet at: https://www.ego-cms.com/legal/service-offer-agreement
1.18. The Webflow Platform is a SaaS solution located on the Internet at: https://webflow.com/
1.19. Registration means filling in the necessary data requested by the Website to identify the Customer.
1.20. Website - a set of software and information posted on the Internet at: https://www.ego-cms.com/
1.21. Rights-holders' Websites are sites, Internet platforms that provide the rights to use Intellectual Property Objects (Content, Video Content, Animation Images, Animated Icons, 3D Animation, etc.), commonly, under public licenses.
1.22. Parties mean the Company and the Customer jointly.
1.23. Plan means a package of Services provided in a certain volume, at a certain cost, at a certain time and on certain conditions.
1.24. Technical Specs - a list of requirements for the creation of Intellectual Property Objects and the provision of Services under the Agreement. The Technical Specs are drawn up only when the "Custom" Plan is selected.
1.25. Services mean IT services provided by the Company under the Agreement, including services for creating a Logo, Brand Book, Personalization Assets for social networks, services for creating a Website on the Webflow Platform, services for filling the site (selection of Content, Animated images, Animated icons, 3D Animation, etc.), services for the creation of Content, Animated images, Animated icons, 3D animation and other Intellectual Property Objects.
1.26. Digital product – site on the Webflow Platform, Logo, Brand Book, Personalization Assets for social networks, Content, Animated images, Animated icons, 3D Animation, other Intellectual Property Objects, individually and collectively referred to as such, created and / or provided under the Agreement.
1.27. TheSprkl UI Kit is a design framework that includes an advanced design system and allows to translate easily and accurately the interface design to Webflow, Flutter, React platforms. It is the Company’s original “know-how” and is used to create the site on the Webflow platform as part of the Order. It is provided as an integral part of the Digital Product and Service under a simple, non-exclusive, limited license.
The Offer may use terms not defined above. In this case, the interpretation of such a term is made in accordance with the text of the Offer. In the absence of the clear term interpretation in the text of the Offer, one should be guided by the term interpretation that has been developed (commonly used) on the Internet.
2.1. According to the present Agreement the Company undertakes, at the request of the Customer, to provide Services related to the creation of Digital Products, as well as to transfer to the Customer the rights to use and / or exclusive rights to Digital Products, depending on the Plan selected by theCustomer, and the Customer undertakes to accept and pay for the results of the provision of the Services, and also use rights and/or exclusive rights to Digital Products.
2.2. The current Plans are posted on the Website on the Internet at: https://www.ego-cms.com/flow-machine.
2.3. The Customer has the right to choose one Plan and a set of options within the Plan in a special form on the Site. Pressing the "CREATE PROJECT" button means that the Parties have agreed on the scope of the Services provided.
2.4. The Plan selected by the Customer is indicated in the Order (Annex No. 1 to this Offer), which is stored in the Customer's Personal Account on the Website and sent in theform of an electronic document to the Customer's e-mail.
2.5. If the “Custom” Plan is selected, the set of options and Services is agreed by the Customer and the Company Manager through electronic correspondence and online negotiations in the manner specified by the Offer. Based on the results of the agreement, the Parties draw up the Technical Specs (Annex No. 2 to this Offer).
2.6. The Order may be changed or canceled by the Customer until the advance payment for the Order made by the Customer. Change or cancellation of the Order after payment is not allowed.
2.7. If the Customer selects the "Custom" Plan, changing the Order after payment is allowed by the mutual agreement of the Parties.
2.8. The Order is the basis for the provision of Services after it is paid by the Customer and the Customer fills out the Brief, agrees on the Technical Specs in accordance with the terms of this Offer.
3.1. The Offer's text, permanently posted on the Website, contains all the essential conditions. It is the Company's offer to conclude an Agreement with any legal entity or individual, as well as an individual entrepreneur on the conditions specified in the text of the Offer.
3.2. The term for accepting the Offer is unlimited as long as this Offer is posted and available on the Website to an unlimited range of legal entitiesand individuals, as well as individual entrepreneurs.
3.3. A prerequisite for concluding the Agreement is the acceptance and compliance by the Customer with the requirements and provisions set forth in the Offer, as well as studying and acceptance of the terms of the Personal Data Processing Policy on the Internet, located at: https://www.ego-cms.com/legal/privacy-policy as well as the Terms and Conditions, located at: https://www.ego-cms.com/legal/terms-and-conditions
3.4. The acceptance of the terms of this Offer is the implementation by the Customer of all the following implicative actions:
3.5. The Agreement is considered concluded at the moment of Acceptance of the Offer by the Customer in full.
3.6. Accepting all the conditions of the Offer, the Customer:
4.1. The Company undertakes to:
4.1.1 ensure, from the moment of conclusion of this Agreement the full fulfillment of all obligations to the Customer in accordance with the terms of this Agreement and the terms of the current legislation;
4.1.2 provide the Customer with accessible, free and reliable information on issues related to the provision of the Services and other issues related to the subject of the Agreement.
4.2. The Company has the right to:
4.2.1. independently determine the list of Services included in the Plans;
4.2.2. independently determine the forms and methods of execution of the Agreement, based on the requirements of the Customer, described in the Brief and Technical Specs;
4.2.3. request from the Customer additional information (including not specified or incorrectly specified in the Brief) necessary for the execution of the Agreement;
4.2.4. in case of non-provision or incomplete or incorrect provision by the Customer of the information specified in paragraph 4.2.3. above, suspend the performance of its obligations under the Agreement;
4.2.5. change the terms of this Offer, including the cost of the Services, the terms for the provision of the Services, etc., unilaterally from the moment such information is posted on the Website. All changes come into force immediately after the publication, and are considered to be brought to the attention of the Customer from the moment of such publication. At the same time, such changes do not apply to the Order paid by the Customer.
4.3. The Customer undertakes:
4.3.1. to get acquainted with the terms and conditions of the current version of the Agreement, the description of the Plans and the cost of the Services before the conclusion of the Agreement;
4.3.2. to indicate true and complete information during registeration on the Website, filling in the Brief, compiling the Technical Specs;
4.3.3. to respect the rights of the Intellectual Property Objects (rights of use and exclusive rights) of the Company and third parties;
4.3.4. to use the results of the provision of the Services, as well as the Intellectual Property Objects created/provided under the Agreement in the manner specified by this Agreement;
4.3.5. to use the Intellectual Property Objects provided under the Agreement, the rights to which belong to the Rightholders’ Webites, including the Webflow Platform copyright holder, in accordance with the user and license agreements posted on such Websites;
4.3.6. to check independently the compatibility of licenses for the use of the Intellectual Property Objects, the rights to which belong to the Rightholders’ Websites, as well as the possibilities and limitations of the commercial use of such Objects.
4.4. The Customer has the right:
4.4.1. to request from the Company information on the progress of the execution of the Agreement;
4.4.2. to exercise the rights established by this Agreement, as well as by law.
Registration in the Personal Account. Password and login
5.1. To Accept the Offer and conclude this Agreement, the Customer must register in the Personal Account on the Website.
Registering in the Personal Account on the Website, the Customer or the Customer's representative agrees to the terms of personal data processing specified in the Personal Data Processing Policy on the Internet.
5.2. The password and login of the Customer for the purposes of execution of this Agreement are recognized as a simple electronic signature of the Customer.
5.3. The Customer undertakes to keep the password and login entered during registration on the Website confidential and required for subsequent authorization on the Website, and not to disclose these data to third parties.
5.4. The facts of uploading files, documents to the Customer's Personal Account are recognized as facts of legal significance and have probative force for the execution of the Agreement, as if the Parties exchanged signed documents on paper.
Making an Order. Brief and Technical Specs
5.5. After registration on the Website, the Customercan place an Order. The Order is formed as a result of choosing the Plan in a special section of the Website, as well as filling in the Brief.
5.6. After performing the actions specified in the above-mentioned paragraph 5.5, the Order is considered formed. The order is assigned a unique number, date and time of its creation.
5.7. The order is stored in the Customer's Personal Account on the Website and sent in the form of an electronic document to the Customer's e-mail.
5.8. Filling in the Brief, the Customer must answer the questions specifically, fully and clearly, use commonly used words and expressions, special terms must be explained by the Customer.
5.9. The Brief assumes a limited set of characteristics and parameters of the Intellectual Property Objects created and provided (the website on the Webflow Platform, Logo, Brand Book, 3D animation, Animated icons, etc.). If the Customer is interested in creating Objects that do not meet the specified characteristics and parameters, it is necessary to select the “Custom” Plan and agree on the Technical Specs with the Company Manager in individual way.
5.10. Choosing the “Starter”, “Engage”, “Advanced” Plan, the Brief filled in by the Customer is a full task for the provision of Services. Changes, additions to the Brief after payment for the Order are not allowed. The Customer bears the risk of incomplete or incorrect filling of the Brief, failure to indicate any information in the Brief, and is not entitled to refer to these circumstances when the Company provides Services under the Agreement.
5.11. Choosing the "Custom" Plan, the Customer and the Company Manager agree on the Technical Specs. Changes, additions to the Technical Specs are allowed by the mutual agreement of the Parties.
Terms of Services
5.12. After receiving the payment stipulated by section 6 of the Offer, the Company undertakes to provide the Services in accordance with the Plan and the set of options chosen by the Customer within the time limits specified in the relevant Plan. In case of choosing the"Custom" Plan the Company undertakes to provide the Services within the time specified in the Technical Specs.
5.13. In case of incomplete, incorrect completion of the Brief, use by the Customer of ambiguous or unclear wording, the Company has the right (but is not obliged) to send a request for clarification of the requirements for the Services to the Customer's Personal Account. The term for the provision of the Services is extended for the period of the Customer's response and his correspondence in order to clarify the requirements for the Objects of Intellectual Property and the provision of the Services.
5.14. Choosing the "Custom" Plan, the term for the provision of the Services may be extended by the mutual agreement of the Parties.
Procedure of Service Provision
5.15. The Company provides Services in accordance with the Plan chosen by the Customer on the basis of the Brief or Technical Specs.
5.16. The scope of Services Provision under the Agreement is limited to the creation of a site on the Webflow Platform, the provision of Services for filling the site (selection of Content, Video Content, Animated Images, Animated Icons, 3D animation, etc.), creation of a Logo, Brand Book, Personalization Assets for social networks, Animated icons and other Services directly specified in the relevant Plan. Other scope of Services may be agreed by the Parties on an individual basis.
5.17. The number of Digital Products created, for example, Logos, is determined by the terms of the relevant Plan, or agreed by the Parties in the Technical Specs if the "Custom" Plan is selected.
5.18. The number of versions and modifications of the created Digital Products is determined by the Plan or Technical Specs. The Customer does not have the right to require the site on the Webflow Platform to be modified (additional work), its content to be changed, the Logo, Brand Book, Animated Icons to be modified, if this possibility is not provided for by the Plan/Technical Specs, or if the number of approval/improvement stages has been exhausted.
5.19. Providing the Services, the Parties interact with each other through the functionality of the Personal Account on the Website in accordance with the conditions specified in section 11 of this Offer.
5.20. The delivery and acceptance of the results of Services Provision is carried out in the manner prescribed by section 7 of this Offer.
6.1. The cost of the providing Services is shown in the relevant Plan, except the «Custom» Plan.
6.2. The cost of the providing Services under the «Custom» Plan is agreed by the Parties and specified in the Technical Specs.
6.3. The Customer makes a fixed prepayment amount in advance, depending on the selected Plan, in a non-cash form by transferring funds to the Company's bank account (based on the Payment Link by Stripe and / or an invoice issued by the Company). The remaining amount of the cost of the Plan is paid by the Customer upon the fact of the Service Provision by the Company (based on the Payment Link by Stripe and / or invoice issued by the Company). Invoices and the Certificate of the Delivered Services are stored in the Customer's Personal Account, and are also sent to the Customer in the manner specified in clause 11.1. of the Offer.
6.4. The cash receipt sent in electronic form to the Customer's e-mail is a confirmation of the Plan cost payment by the Customer.
6.5. The obligations of the Customer to pay the Plan cost are considered fulfilled from the moment the funds are received on the Company's bank account.
6.6. The procedure for paying for the cost of the Service Provision is mutually agreed by the Parties in the Technical Specs if the "Custom" Plan selected.
6.7. If the Plan provides for the transfer of the exclusive right to the Intellectual Property Object to the Customer, the cost of the Plan includes remuneration for the alienation of the exclusive right, which is not indicated separately.
6.8. If the Plan provides for granting the Customer the right to use the Intellectual Property Object under the terms of an exclusive and / or non-exclusive license, the cost of the Plan includes a fee for granting a license, which is not separately indicated.
6.9. After the funds receipt to the Company's account ,the Company checks the payment data with the information specified in the Customer's Personal Account. If the payment details do not match, the Company sends an e-mail to the Customer to clarify the payment details through the bank. Services are not provided until the details are clarified. If the payment details match, the Company proceeds to provide the Services.
7.1. The Company uploads the results of the Service Provision to the Customer's Personal Account on the Website in any form available for review by the Customer. The Customer is informed about the results readiness by sending a message to the Customer's e-mail.
7.2. The Services are considered to be duly rendered and accepted by the Customer if, in 5 (Five) business days after the Company posted the results of the Service Provision in the Personal Account, the Customer did not send motivated objections regarding the completeness, quality of the provided Services, compliance of the results of the Service Provision to the requirements of the Brief or Technical Specs.
7.3. The Customer cannot justify his objections by the fact that he did not like the results of the Service Provision or that these results do not correspond to the Customer's vision. The services provided under this Agreement are creative activities. The Digital Products, the content of the site on the Webflow Platform is determined solely by the perception and discretion of the Company based on the requirements described in the Brief or Technical Specs..
7.4. The Customer cannot justify his objections with minor deviations from the requirements of the Brief or Technical Specs that do not affect the final results (for example, the use of colors close in color to those indicated, the use of similar (and not exactly described) images, icons, animations, etc.
7.5. Objections are considered motivated only in the following cases:
7.5.1. The site on the Webflow Platform is not suitable for the purposes described in the Brief/Technical Specs;
7.5.2. The site on the Webflow Platform does not contain content (Content, Animated Icons, etc.) described in the Brief/TechnicalSpecs;
7.5.3. The content selected by the Company (Content, Animated images, Animated icons, 3D Animation, etc.) in accordance with the terms of the license agreements of the Sites-right holders can not be used for reproduction on the site on the Internet for commercial use;
7.5.4. The Logo created by the Company, the Brand Book obviously repeats a well-known trademark or brand;
7.5.5. The Digital Product created by the Company does not substantially comply with the requirements of the Brief/Technical Specs.
Objections not specified in this paragraph shall not be considered motivated.
7.6. In the absence of motivated objections (clause 7.5. of this Offer), the Services are considered to be provided to the Customer properly. The subjective assessment of the Customer regarding the completeness, quality of the Services provided, compliance of the results of the Services to the requirements of the Brief or Technical Specs is not a basis for the modification/amending the results.
7.7. If the Customer has reasoned objections, the Customer must submit them to the Company within 5 (Five) business days from the moment the Company posts the results of the Service Provision in the Personal Account by sending a claim through the functionality of the Personal Account.
7.8. The Company considers motivated objections within 5 (Five) business days from the date of their receipt from the Customer. After the expiration of the specified period, the Company either provides the results of the Service Provision, including the Objects of Intellectual Property, with the deficiencies eliminated, corrected according to the Customer's comments, or sends the Customer a reasoned letter on the proper provision of the Services.
7.9. The procedure described in paragraphs 7.7.-7.8.of the Offer may be repeated if the Company does not eliminate all the deficiencies, or if the Customer does not agree with the Company's reasoned letter on the proper provision of the Services. If, after the repeated procedure for accepting the results of the provision of the Services, the Parties do not come to an agreement, the dispute is resolved in the manner provided for in Section 9 of this Offer.
7.10. The Company, simultaneously with the placement of the results of the provision of the Services in the Customer's Persona lAccount, sends the Customer the Certificate of Delivered Services (Annex No. 3 to this Offer) and an invoice for payment of the remaining cost of the Service Provision.
7.11. After the Customer pays the rest of the cost of the provided Services, the Company transfers the source graphic files, the final digital products - Brand Book, Logo, Personalization Assets for social networks, and also transfers the site on the Webflow platform to the Customer's account in Webflow.
8.1. As part of the execution of the Agreement, Intellectual Property Objects are created and provided, protected in accordance with the law.
8.2. The scope of the rights to the Intellectual Property Objects granted to the Customer is determined by the selected Plan. If the «Custom» Plan is selected, the scope of the rights granted to the Customer is agreed upon by the Parties and indicated in the Technical Specs.
8.3. In the case of creating a Logo, Brand Book, the Company transfers to the Customer the exclusive rights to the Logo, Brand Book and their options (the number of options is determined by the Plan) in full.The exclusive right means the Customer's ability to use the Logo, the BrandBook (its variants) in any form and in any way that does not contradict the law, including alienating and granting the rights to use the Logo, the Brand Book to third parties. At the same time, the Company undertakes not to restrict, prohibit or otherwise prevent the publication and use of the created Logo, Brand Book (their variants).
8.4.Exclusive rights to the Logo and its variants/Brand Book and its variants are transferred to the Customer in full from the moment of their creation, regardless of the signing of any additional documents, including the Certificate of Delivered Services. The moment of transfer of exclusive rights is consideredthe date of the first upload of the Logo and its variants/Brand Book and its variants to the Customer's Personal Account.
8.5. If the Plan chosen by the Customer provides for the creation by the Company of Intellectual Property Objects, in particular, Animated Icons, Personalization Assets for social networks, or the provision of these Objects previously created by the Company, the Company grants the Customer the rights to use these Objects under the terms of a simple (non-exclusive) license or exclusive licenses (depending on the Plan/Technical Specs).
Ways of using the Intellectual Property Objects owned by the Company:
Term of use: during the entire period of validity of the exclusive right to the Object of Intellectual Property (during the entire life of the author plus 70 years after his death).
Territory of use: unlimited (entire world).
The moment of granting the License is the date of executing the Certificate of Services Delivered with 100% payment by the Customer for the Services provided cost of under theAgreement.
8.6. Creating a website on the Webflow platform, the Company uses its own “know-how” product the TheSprkl UI Kit (https://www.thesprkl.io). Along with the developed site, the Customer is given the latest up-to-date (at the time of creation) version of the UI Kit together with a non-exclusive limited License, which is an inseparable part of a specific Order. The license entitles the Customer (independently or with the involvement of third parties) to create new objects, sections, pages exclusively with the Site developed by the Company (as part of the Order). The Customer does not have the right to:
8.7. The original author rights to the Intellectual Property Objects created by the Company under the Agreement, as well as other personal non-property rights provided for by the current legislation, belongs to the authors whose art work created the relevant Objects.
8.8. As part of the creation of a website on the WebflowPlatform, the Company uses the functionality of the Webflow Platform (https://webflow.com), the copyright holder of which is Webflow, Inc.
8.9. Creating a site as part of the Service Provision under the Agreement, the Company is guided by the terms of the agreement on the use of the Webflow Platform concluded between the Company and Webflow, Inc.) (https://webflow.com/legal/terms), as well as the Acceptable Use Policy (https://webflow.com/legal/aup).
8.10. The Customer is granted the right to use the site on the Webflow Platform on the terms specified by the specified Platform (https://webflow.com/legal/terms and https://webflow.com/legal/aup). By concluding the Agreement and placing an Order for the creation of a site on the Webflow Platform, the Customer agrees to the rules for using the sites and the rates (https://webflow.com/pricing), which must be paid for their using.
8.11. After the creation of a site on the Webflow Platform by the Company, as part of the execution of the Agreement, the Customer independently bears all obligations for the use and support of the site, as well as payment for license and other fees for using the site on the Webflow Platform to Webflow, Inc. (https://webflow.com/pricing).
8.12. When the Company provides Services for filling the site (selection of Content, Animated Images, Animated Icons, 3D Animation, etc.), the Company uses Intellectual Property Objects, the exclusive rights to which belong to third parties - the Rightholder Sites. The Company will check the possibility of using the specified Objects exclusively for the site on the Internet with commercial use.
8.13. The Customer undertakes to use the Intellectual Property Objects belonging to the Rightholder Sites exclusively for posting on the website on the Internet. Other use of these Objects is possible subject to the Customer's compliance with the license and user agreements of the Rightholder Websites.
8.14. The Customer, filling in the Brief, may transfer his own or legally owned Content. In this case, the Company is not responsible for the use of such Content and does not check the copyright or property rights to such Content. By transferring such Content to the Company, the Customer simultaneously transfers the non-exclusive right to use such Content by the Company to create an Ordered Digital Products under the Agreement.
8.15. Each of the Parties of the Agreement undertakes to respect the intellectual property rights of each other, as well as third parties, and use the Intellectual Property Objects in strict accordance with the conditions set forth in this section and the Technical Specs (if any).
8.16. The Customer agrees and grants the Company a non-exclusive right to use the results of the Services provided under the Agreement for the Company's marketing activities, for example, publishing online as examples in the Company's Portfolio, as well as, but not limited to, in advertising and marketing announcements.
9.1. The Parties shall be liable in accordance with the current legislation of Hong Kong for failure to perform or improper performance of their obligations under the Agreement.
9.2. The liability of the Company is limited to the actual cost of the Service Provision under the Agreement paid by the Customer.
9.3. Neither Party will be liable for the full or partial failure to perform any of its obligations under the Agreement if the failure is the result of force majeure circumstances. The Party for which the impossibility of fulfilling the circumstances has arisen is obliged to notify in writing the other Party immediately on the occurrence, expected duration and termination of the above-mentioned circumstances. Failure to notify or untimely notification deprives the parties of the right to refer to any of the a forementioned circumstances as grounds for exemption from liability for failure to fulfill the obligation.
9.4. The Company is responsible for the validity and legal purity under the laws of Hong Kong of the Exclusive Rights transferred to the Customer under this Agreement and the Licenses granted to the Intellectual Property Objects created by the Company (clauses 8.3.-8.6. of this Offer).
9.5. The Company is not responsible for the legal clarity of the Intellectual Property Objects, whose rights belong to the Rightsholders Websites- or the Customer.
9.6. The Company is not responsible if the Content, Animated Icons, 3D Animation and other Objects, whose rights belong to the Rightsholders Websites, cease to be available for use, become limitedly available or are distributed under license terms different from those that were in force on moment of conclusion of the Agreement.
9.7. The Company is not responsible for the correct functioning of the site on theWebflow Platform.
9.8. In violation of the terms of the Agreement for the use of the Intellectual Property Objects created by the Company under this Agreement (clause 8.5. of the Offer), the Customer shall pay the Company a penalty in the amount of 5,000 (five thousand) Euros for each fact of violation in relation to each Intellectual Property Object upon a written claim of the Company.
9.9. All disagreements arising between the Parties shall be resolved through negotiations.
9.10. If, as a result of negotiations, the Parties could not reach an agreement, all disputes in connection with this Agreement shall be resolved by the Parties in compliance with the mandatory pre-trial claim procedure for settling disputes.
9.11. The Party that has a claim against the other Party connected with this Agreement is obliged, before filing this claim to the court, to send to the other Party a written claim indicating this claim and attaching certifying copies of this claim of documents that are not in the possession of the other Party.
9.12. Claim letters are sent by the Parties in the form of an electronic document.
9.13. The Party is obliged to consider the received claim and notify the other Party in writing of the results of its consideration within 15 (Fifteen) business days from the date of receipt of the claim with all necessary attachments.
9.14. Disputes unresolved in the claim procedure in connection with this Agreement, including in connection with its conclusion, execution, violation, termination of its validity (including termination, including unilateral refusal), its invalidity, are subject to resolution juridically in an arbitration court according to location of the Company.
10.1. The Offer comes into force from the moment it is posted on the Company's Website and is valid until it is withdrawn.
10.2. The Agreement comes into force from the moment of the Offer Acceptance by the Customer and is valid until the full fulfillment of obligations by the Parties.
10.3. If the Company makes changes to this Offer, such changes come into force from the moment the amended text of the Offer is posted on the Website, unless a different date for the entry into force of the changes is specified additionally in the text of the publication.
10.4. The terms of the Offer valid on the date of conclusion of the Agreement with the Customer shall apply to the relations of the Parties under the Agreement, regardless of the change in this Offer. The terms of the new/amended Offer shall apply only to the Agreements that will be concluded after its publication on the Website.
10.5. If the Customer is a legal entity or an individual entrepreneur, the Agreement may be amended at the initiative of one of the Parties, subject to mutual agreement between the Parties to change the terms of the Agreement.
10.6. The Parties have the right to early terminate this Agreement in the manner and on the grounds provided for in this Agreement.
10.7. If the Customer is a legal entity or an individual entrepreneur, the Agreement may be terminated at the initiative of one of the Parties, subject to mutual agreement between the Parties.
10.8.Unilateral termination of the Agreement by the Customer is possible only by compensation to Company the costs incurred in connection with the execution of the Agreement. In this case, the amount of the advance payment (including 100%) is non-refundable.
11.1. Any notices under the Agreement may be sent by one Party to the other Party:
1) by email:
2) through the functionality of the Personal Accounton the Website;
11.2. The Parties have the right not to take into account messages and documents received from addresses not specified in clause11.1. (1) of the Offer. Persons who correspond with the e-mail addresses specified in the e-mails are recognized as authorized representatives of the Parties, unless otherwise proven.
11.3. The Parties have agreed on the possibility of exchanging legally significant messages through the Personal Account and by e-mail (clause 11.1. (1) of the Offer.
11.4. The use of the Customer's authentication data (password and login) performing actions through the Personal Account on the Website is recognized by the Parties as ananalogue of the Customer's handwritten signature. All actions of the Customer performed using authentication data through the Personal Account on the Website are recognized as committed personally by the Customer and lead to legal consequences for the Customer similar to the use of handwritten signatures in accordance with the requirements of applicable law.
11.5. The Parties acknowledge that documents, as wel las information received from the Party in the context of the electronic interaction provided for in this section, may be used by the Parties as written evidence, subject to the conditions of this section.
11.6. In the event of any disagreement regarding the facts of sending, receiving messages, notifications, the time of their sending and content, consider the evidence of the Company's archival service reliable and final for resolving disagreements between the parties. At the same time, the archival service of the Company means, among other things, information stored in electronic form.
11.7. Without prejudice to the terms of the Offer, the Company and the Customer, being a legal entity or an individual entrepreneur, have the right to draw up an Agreement for the creation of digital products at any time in the form of a written bilateral document.
12.1. The Agreement, its conclusion and execution is governed by the current laws of Hong Kong. All matters, which are not regulatedby the Offer or not fully regulated shall be governed by the laws of Hong Kong.
12.2. If one or more provisions of the Offer for any reason are invalid, unenforceable, such invalidity does not affect the validity of any other provision of the Offer (Agreement), which remain in force.
12.3. The Offer (Agreement) contains conditions that apply depending on the selected Plan, as well as depending on the status of the Customer. So, the terms of the Offer (Agreement) are in force according to the special status of Parties (individual, individual entrepreneur, legal entity) and subject (Plan terms).
EGO CREATIVE INNOVATIONS LIMITED
Registered address: Suite A, 19th Floor, Two Chinachem Plaza, No.68 Connaught Road, Central, Hong Kong with Principal Office: 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Tel. +852 68 94 90 91
Annex No. 1 to the Service Offer Agreement (Order form)
Annex No. 2 to the Service Offer Agreement (Technical Specs Form)
Annex No. 3 to the Service Offer Agreement (Certificate of Delivered Services Form)