Fair Work Terms

Last Updated: July, 2013

PLEASE READ THESE STANDARD WORK TERMS CAREFULLY. BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.

1. General

(a) The entire Agreement between TrenDigi Technology Co., Ltd. and Contractor or Owner consists of : (1) these Terms and Conditions, (2) the Proposal, (3) the written requirements of Contractor or Owner (if any) and (4) if applicable, the Owner or Contractor's later purchase orders to the extent they do not contain additional, inconsistent or contrary terms or conditions (all of which are expressly rejected by TrenDigi Technology Co., Ltd.). In the event of any conflict or inconsistency between these Terms and Conditions and the Proposal, or Owner or Contractor's written requirements (if any), the Proposal shall prevail. To the extent the Proposal is inconsistent with the Owner's or Contractor's written requirements (if any), or any of Owner or Contractor's purchase orders, the Proposal shall take priority.

(b) The Agreement may only be modified in writing, executed by both TrenDigi Technology Co., Ltd. and the Contractor or Owner. Unless the context otherwise requires, the term "Services" as used herein means all labor, supervisory, technical and creative, execution, consulting or other services provided by TrenDigi Technology Co., Ltd. under the Agreement.

2. Offers, Conclusion of Contract, Delivery

(a) If Contractor or Owner is arrears in payment for an earlier delivery, and if, after seven (7) days notice by TrenDigi Technology Co., Ltd., the Owner or Contractor does not make payment for the Work in conformity with this Agreement (or, without such notice if the Owner or Contractor has repeatedly failed to make payment in conformity with this Agreement), TrenDigi Technology Co., Ltd. may suspend the Work until it receives all payments then due, and the amount due TrenDigi Technology Co., Ltd. under this Agreement shall be increased by the reasonable demobilization and remobilization costs.

(b) Claims for shortages or other errors in delivery must be made in writing to TrenDigi Technology Co., Ltd. within fifteen (15) days of delivery.

(c) TrenDigi Technology Co., Ltd. is not bound to initiate work on any or all of the project phases unless the Contractor or Owner meets the initial payment milestone.

3. Prices and Payments

(a) Unless noted otherwise in this Proposal or mutually agreed in writing, the Proposal expires thirty (30) days from the date thereof.

(b) Unless noted otherwise, the Price does not include the costs for sea-worthy or air-worthy packaging.

(c) The Price does not include federal, state or local property, license, privilege, sales, use, excise, gross receipts, or other similar taxes. Contractor or Owner agrees to pay or reimburse any such taxes which TrenDigi Technology Co., Ltd. or its suppliers/vendors are required to pay or collect.

(d) If in the good faith judgment of TrenDigi Technology Co., Ltd. the financial condition of Contractor or Owner at any time prior to delivery does not justify the terms of payment specified, TrenDigi Technology Co., Ltd. may require payment in advance, or payment security satisfactory to TrenDigi Technology Co., Ltd., or may terminate the order, whereupon TrenDigi Technology Co., Ltd. shall be entitled to receive reasonable cancellation charges. If Contractor or Owner delays delivery, payment shall be due on the date TrenDigi Technology Co., Ltd. is prepared to make delivery. Delays in delivery or non-conformities in any installments delivered shall not relieve Contractor or Owner of its obligation to accept and pay for remaining installments.

(e) In case of delayed payments in relations with the agreed payment milestones Contractor or Owner shall pay, in addition to the overdue payment, a late charge of 4% per week of the overdue amount, plus TrenDigi Technology Co., Ltd. attorneys' fees and court costs incurred in connection with collection.

(f) Regardless of payment mode, the date of payment shall be deemed to be the date on which TrenDigi Technology Co., Ltd. may dispose of the amount.

(g) Progress payments shall be made by Contractor or Owner to TrenDigi Technology Co., Ltd. based on the dates set forth in the Milestone/Payment Schedule issued by TrenDigi Technology Co., Ltd.. Unless the milestone corresponding to a particular payment date has not been achieved due solely to the acts or omissions of TrenDigi Technology Co., Ltd..

4. Communication

(a) TrenDigi Technology Co., Ltd. will communicate regularly with Contractor or Owner regarding progress on the Work. Customer will provide sufficient qualified technical assistance to ensure that the specifications for the Work and requirements are communicated to TrenDigi Technology Co., Ltd. in a timely and understandable manner consistent with the agreed scope of Work. The parties will take all steps necessary to secure the availability of such technical personnel at appropriate times to coordinate and communicate with each other.

(b) If the Owner or Contractor has repeatedly failed to communicate in a regular fashion, causing delays and affecting the pre-set delivery milestones shall be charged as 4% of the project cost per week above the final delivery schedule set forth by TrenDigi Technology Co., Ltd. in addition to the overdue payment.

5. Changes and Delays

(a) Any changes requested by Contractor or Owner affecting the agreed scope of work, scope of supply or the mutually agreed schedule must be accepted by TrenDigi Technology Co., Ltd. and resulting adjustments to affected provisions, including price, schedule, and guarantees shall be mutually agreed in writing prior to implementation of the change.

(b) Excusable Delays. TrenDigi Technology Co., Ltd. shall only be liable for delays to the extent that such delays are not due to causes beyond its reasonable control, including without limitation, acts of Contractor or Owner (including failure to provide information required for TrenDigi Technology Co., Ltd. to complete the Work within the schedule). In the event of a delay that is due to causes beyond TrenDigi Technology Co., Ltd. reasonable control, the schedule will be extended as reasonably necessary to compensate for the change.

(c) TrenDigi Technology Co., Ltd. availability to respond to any query shall be on weekdays only i.e. Monday through Friday.

6. Inspections, Testing and Acceptance

The following stages shall occur during the project :

(a) Functional Specifications. To the extent not already provided, TrenDigi Technology Co., Ltd. will prepare concept and project specifications, etc. that describe the particulars of the design, development and execution strategy. The Functional Specifications shall be considered a part of the Agreement. Owner or Contractor must give its approval to the Functional Specifications prior to TrenDigi Technology Co., Ltd. proceeding with the Work.

(b) Further Design & Development. Following the approval of the Functional Specifications, TrenDigi Technology Co., Ltd. will prepare (to the extent appropriate) an Initial design, which sets forth the design & development portion of the Work in greater detail.

(c) Acceptance. Following the substantial completion of design and or development or any other service rendered by TrenDigi Technology Co., Ltd., is presented to the client for acceptance. Minor revisions in deliverables would be facilitated by TrenDigi Technology Co., Ltd. and would allow a maximum of (3) revisions.

(d) Handing over. On completion, TrenDigi Technology Co., Ltd. would deliver all files as source files and hand over all rights to the client only if the final payment milestones have been completely met. TrenDigi Technology Co., Ltd. is not liable for any delays caused due to delayed payments. In case of failure of making final payments of delivery with in seven (7) days of the milestone date, Contractor or Owner shall pay, in addition to the overdue payment, a late charge of 4% per week of the overdue amount, plus TrenDigi Technology Co., Ltd. attorneys' fees and court costs incurred in connection with collection.

7. Title and Risk of Loss

The responsibility for loss or damage to the Service deliverable shall be Contractor or Owner's from the time of delivery. Contractor or Owner is responsible for providing and maintaining adequate insurance to protect the Service against loss or damage of any kind.

8. Warranty and Liability

(a) Contractor or Owner shall inspect the Service deliverables immediately upon delivery for any defects, incorrect deliveries or quantity. Written notice must be given within fifteen (15) days after delivery, if there is any discrepancy or defect in the Service delivered and the notice must refer to the project reference number. Owner or Contractor may assert no claim unless the written notice requirements have been met. This warranty is void if more than three hundred and sixty-five (365) days have lapsed after delivery, or if anyone other than TrenDigi Technology Co., Ltd. has modified the Services delivered in anyway. Failure to purchase adequate training for those using the source files or equipment will void this limited warranty.

(b) Except for these warranties, TrenDigi Technology Co., Ltd. makes no representation or warranty of any kind whatsoever, including but not limited to, any warranty of freedom from patent infringement, of merchantability, of fitness for a particular purpose, or arising from a course of dealing or usage of trade or other express or implied warranties.

9. Limitation of Liability

(a) In no event, regardless of cause, shall TrenDigi Technology Co., Ltd. be liable for penalties or penalty clauses of any description or for indemnification of Contractor or Owner or others for costs, damages, or expenses arising out of or related to the Equipment and/Services.

(b) Under no circumstances will TrenDigi Technology Co., Ltd. be liable for any loss, indemnity, damage or delay arising out of it's failure to perform due to causes beyond its reasonable control, including, without limitation, acts of God, interference by others, delays in receiving approvals or necessary information from Owner or Contractor, fires, strikes, floods, war, terrorism, riots, delays in transportation and adverse weather.

10. Laws and Regulations

(a) TrenDigi Technology Co., Ltd. does not assume any responsibility for compliance with federal, state or local laws and regulations, except as expressly set forth herein, and compliance with any laws and regulations relating to the operation or use of the Service/Equipment or Software is the sole responsibility of the Contractor or Owner. Nothing contained herein shall be construed as imposing responsibility or liability upon TrenDigi Technology Co., Ltd. for obtaining any permits, licenses or approvals from any agency required in connection with the supply, erection or operation of the Service/Equipment.

11. Rights to Tools

(a) Contractor or Owner's participation in the costs does not entitle it to any rights in the tools used by TrenDigi Technology Co., Ltd..

(b) Contractor or Owner's shall purchase and provide all third-party licenses, images, music, sound effects, voiceovers and stock videos required to render a service if not set forth in written or included in project scope and shall not be the responsibility of TrenDigi Technology Co., Ltd. unless expressed in written by TrenDigi Technology Co., Ltd. to provide such third-party licenses, images, music, sound effects, voiceovers and stock videos as part of the project scope or purchase on behalf of the Contractor or the Owner and billed separately.

12. Data Protection

In keeping with the Federal Data Protection Act, TrenDigi Technology Co., Ltd. has the right to process information about the Contractor or Owner as concerns the business transaction or in connection with such whether or not Contractor or Owner or a third person is the source.

13. Severability Clause

If any of these terms is invalid for whatever reason, the validity of the remaining terms shall remain unaffected and those terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed.

14. Non-Solicitation of Employees

Notwithstanding any other provision of this Agreement, for a period of one year after the date of final completion of the Work, Contractor or Owner shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed or under contract (whether as consultant, employee, or otherwise) by or to TrenDigi Technology Co., Ltd..

15. Force Majeure

The parties agree that performance under this Agreement is excused during any period during which performance is prevented by causes beyond the party's reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production.

16. Termination

Contractor or Owner may terminate this Contract at any time prior to approval of the Functional Specifications and upon giving TEN (10) days notice. Following approval of the Functional Specifications, Contractor or Owner may terminate TrenDigi Technology Co., Ltd. only for persistently or repeatedly failing or neglecting to carry out the Work in accordance with the Contract (and only after TrenDigi Technology Co., Ltd. fails to take steps to correct the failure following fifteen (15) days written notice by Contractor or Owner). If terminated for whatever reason TrenDigi Technology Co., Ltd. shall be entitled to receive payment for the Work executed and the costs incurred by reason of such termination (including any resource re-allocation charges) along with reasonable overhead and profit on Work not yet executed.

17. Disputes and Arbitration

(a) If a dispute arises, parties will attempt in good faith promptly to resolve the dispute by negotiations between representatives who have authority to settle the controversy.

(b) If unsuccessful, the parties will attempt in good faith to settle the dispute by non-binding third-party mediation, with fees and expenses of such mediation apportioned equally to each side.

18. Use of Customer Name

Contractor or Owner agrees to allow TrenDigi Technology Co., Ltd. to use its name and logo identifying Contractor or Owner as a customer of TrenDigi Technology Co., Ltd.. Contractor or Owner agrees to allow use of Contractor or Owner's trademarks, trade names, or service marks (collectively "Trademarks") for TrenDigi Technology Co., Ltd. internal and external communications relating to TrenDigi Technology Co., Ltd. provision of services to the Contractor or Owner. TrenDigi Technology Co., Ltd. acknowledges that the Contractor or Owner is the owner of all right, title and interest in and to all of the Trademarks and shall not take any action that is inconsistent with such ownership. TrenDigi Technology Co., Ltd. shall not, by act or omission, use any trademark in any manner that tarnishes, degrades, or disparages or reflects adversely on Contractor or Owner or its business or reputation. TrenDigi Technology Co., Ltd. use of Contractor or Owner's Trademarks and logos in conformity with this Agreement shall be royalty-free.

Questions and Contact Information

Questions or comments about the Website or Website Terms may be directed to TrenDigi Technology Co., Ltd. at info@trendigi.com or by calling +886-3-493-4258.

© 2012 TrenDigi Technology Co., Ltd. All rights reserved. Standard Work Terms.

 

© 2013 TrenDigi Technology Co., Ltd. Trademarks belong to their respective owners. All rights reserved.