1. Introduction
These terms of service form an agreement between you and Closers Connect Limited, a company registered in Hong Kong with its registered office at Rm 509 5/F THE CLOUD, 111 TUNG CHAU ST, Tai Kok Tsui, Hong Kong (HK).
These terms apply to your use of our website at www.closersconnect.lat and to any services we provide to you. By accessing our website or engaging our services, you confirm that you have read, understood, and agreed to be bound by these terms.
If you do not agree with any part of these terms, you should not use our website or our services. Separate engagement documents may supplement these terms where they relate to a specific project, and the relationship between the two sets of documents is explained below.
2. About the Company
Closers Connect Limited is a Hong Kong company focused on computer systems design and computer integrated systems design services. We plan, design, build, and connect the integrated technology platforms that support modern business operations.
Our team combines expertise in systems architecture, data integration, application engineering, and project delivery. The developer ClosersConnect operates the technical systems behind this website and our services, working on behalf of the company.
References in these terms to the company, the firm, we, us, and our refer to Closers Connect Limited and the team that works on its behalf. References to you refer to the individual or organization using our website or engaging our services.
3. Acceptance of These Terms
These terms take effect when you first access our website or when you engage our services, whichever happens first. By taking either action you agree to these terms and to any additional terms that apply to the specific services you request.
We may ask you to accept a written proposal or an engagement letter for a project. Where a proposal, an engagement letter, or an order form contains terms that conflict with these terms, the specific document will control in respect of that project.
If any part of these terms is held to be invalid, the remaining parts will continue in effect, and the invalid part will be modified to the minimum extent necessary to make it enforceable. This principle is described in more detail later in these terms.
4. Description of Services
Our services include computer systems design, computer integrated systems design, enterprise architecture, data and integration engineering, application development and modernization, and systems governance and support. These services are described in more detail on our website.
The precise scope of work for any engagement will be defined in a written proposal or engagement document agreed by both parties. That document will set out the deliverables, the timeline, and the fees applicable to the project.
We will perform our services with reasonable skill and care, consistent with professional standards in the industry, and we will assign qualified personnel to each engagement. Any timelines, estimates, or budgets provided in advance are estimates based on the information available at the time.
5. Eligibility
Our website and services are intended for business and professional users. To use our services you must be at least eighteen years old and must have the authority to enter into agreements on behalf of the organization you represent.
By engaging our services, you confirm that you have that authority. We may decline to provide services to any person or organization, in our reasonable discretion, and we may verify the information you provide before accepting an engagement.
Our services are not directed to individuals under the age of sixteen, and we do not knowingly provide services to children. Where we become aware that a user does not meet the eligibility requirements, we may suspend or cancel the relevant engagement.
6. Client Responsibilities
You agree to provide accurate and complete information needed for us to perform the services, including access to the systems, data, and personnel reasonably required. We cannot be held responsible for delays or defects caused by incomplete or inaccurate information.
You are responsible for obtaining and maintaining any third party licences and permissions needed for your own systems, and for the decisions you make in using the systems we deliver. You remain responsible for the lawfulness of your own data.
You agree to cooperate with our team in a timely manner and to respond to requests for information without unreasonable delay. Delays in providing required information may extend project timelines, and we will not be liable for delays caused by your failure to cooperate.
7. Fees and Payment
Fees for our services will be set out in the applicable proposal or engagement document. Unless otherwise stated, fees are stated in a currency agreed in writing and are exclusive of taxes, which you will pay in addition.
We may invoice for time and materials, for fixed milestones, or on a project basis, as agreed in the engagement document. Payment is due within thirty days of the invoice date unless the proposal states otherwise.
If a payment is not received by the due date, we may suspend work until payment is received and may charge a late fee in accordance with applicable law. We will provide reasonable notice before suspending work for non payment, as described in the section on suspension.
8. Intellectual Property
We retain all intellectual property rights in the tools, methodologies, frameworks, and pre existing materials we use in providing our services. These items are our property and remain our property throughout and after any engagement.
Upon full payment, we grant you a non exclusive, perpetual, royalty free licence to use the deliverables created for you under the engagement for your own internal business purposes. The licence does not permit you to resell the deliverables or to represent them as your own work.
You retain ownership of your own data and materials. Nothing in these terms transfers ownership of our intellectual property to you, and any materials we create remain our property unless expressly assigned in writing in the engagement document.
9. Confidential Information
Both parties agree to keep confidential any non public information disclosed in connection with an engagement, including business plans, technical specifications, source code, pricing, and client records. We protect your information with the same care we apply to our own.
Confidential information may be shared only with personnel who need it to perform the services and who are bound by confidentiality obligations. Each party will protect the other party confidential information using at least the same care it applies to its own confidential information.
This obligation does not apply to information that is publicly available through no fault of the receiving party, information lawfully obtained from a third party, or information required to be disclosed by law. This duty of confidentiality survives the end of any engagement.
10. Warranties and Disclaimers
We warrant that our services will be performed with reasonable skill and care. This is the core warranty we give, and we stand behind the work we deliver.
Except for this warranty and any warranties that cannot be excluded by law, our services, website, and deliverables are provided on an as is and as available basis. We make no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non infringement.
We do not warrant that the website or any deliverable will be uninterrupted, error free, or secure against all possible threats. You acknowledge that all systems carry some risk and that you are responsible for maintaining appropriate backups and continuity arrangements for your own operations.
11. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising out of or related to these terms or the services.
Each party total aggregate liability under these terms will not exceed the fees paid or payable by you for the services giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.
Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot be limited by law. Where a limitation is invalid in any jurisdiction, it will apply to the fullest extent permitted in that jurisdiction.
12. Indemnification
You agree to indemnify and hold harmless Closers Connect Limited and its officers, employees, and contractors from and against any claims, losses, damages, liabilities, and expenses, including legal fees, arising out of your breach of these terms, your misuse of our services or deliverables, or your violation of applicable law.
This obligation survives the termination of these terms. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification, at your expense, and you agree to cooperate with our defence.
You will not settle any matter subject to indemnification without our prior written consent. Where we choose to assume the defence, you will not incur liability to us for costs we incur in pursuing that defence in accordance with these terms.
13. Third Party Services
Our services may rely on or integrate with third party services, including cloud platforms, hosting providers, software libraries, and communication tools. We will identify material third party dependencies in the project documentation.
We are not responsible for the performance, availability, or security of third party services, and your use of those services may be governed by the third party terms of service. Where you contract directly with a third party, your agreement with that third party governs that relationship.
We will use reasonable efforts to select reputable providers, but we make no warranty regarding any third party service. Where a third party service fails, we will use reasonable efforts to assist you in restoring service through the channels the provider offers.
14. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under these terms to the extent that the failure or delay is caused by events beyond its reasonable control. These events include natural disasters, acts of government, pandemics, power failures, telecommunications outages, and disruptions to the internet.
The affected party will give prompt notice of the event and will resume performance as soon as reasonably practicable after the event ends. Each party will use reasonable efforts to limit the effects of the event on the other party.
If a force majeure event continues for more than thirty days, either party may terminate the affected engagement upon written notice without liability. The parties will settle amounts owing for work completed before termination in accordance with these terms.
15. Term and Termination
These terms remain in effect while you use our website or receive our services. Either party may terminate an engagement in accordance with the termination provisions in the applicable engagement document, or, in the absence of such provisions, upon thirty days written notice.
We may terminate these terms immediately if you breach a material obligation and fail to remedy that breach within fourteen days of written notice. You may terminate these terms immediately if we breach a material obligation and fail to remedy that breach within the same period.
Upon termination, you must pay for all services performed up to the date of termination, and each party will return or destroy the other party confidential information as requested. Termination does not affect rights and obligations that by their nature survive termination.
16. Suspension of Services
We may suspend the provision of services, in whole or in part, where payment is overdue, where you fail to cooperate as required, where we are required to do so by law, or where our systems or the systems of our providers are subject to a security incident.
We will give you reasonable notice of a suspension unless the circumstances do not permit it. During a suspension, you will remain responsible for fees that have already accrued, and we will continue to protect your data throughout the suspension period.
We will resume services as soon as the circumstances that caused the suspension are resolved. Repeated suspensions may result in termination of the engagement in accordance with these terms, and we will provide written notice before any such termination.
17. Governing Law and Disputes
These terms are governed by the laws of the Hong Kong Special Administrative Region of the People Republic of China, without regard to conflict of law principles. Both parties agree to this choice of law and the resulting jurisdiction.
Any dispute arising out of or relating to these terms will first be referred to good faith negotiations between the parties. We will each designate a representative to resolve the dispute at an operational level before any formal proceedings begin.
If the dispute is not resolved within thirty days, either party may submit the dispute to the courts of Hong Kong, and both parties consent to the exclusive jurisdiction of those courts. Nothing in this section prevents either party from seeking injunctive or other equitable relief where appropriate.
18. Entire Agreement and Severability
These terms, together with any proposal, engagement letter, or order form, constitute the entire agreement between you and Closers Connect Limited regarding the subject matter of the services. They supersede all prior agreements and communications, whether written or verbal.
If any provision of these terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
The headings in these terms are for convenience only and do not affect the interpretation of the provisions. References to sections and clauses refer to the numbered provisions of these terms unless the context requires otherwise.
19. Amendments
We may amend these terms from time to time to reflect changes in our services, technology, or legal requirements. The current version will always be posted on this page with an updated effective date.
Where an amendment materially affects your rights, we will notify you by email or by a notice on our website before the change takes effect. This gives you the opportunity to review the change and decide how to proceed.
Your continued use of our website or services after an amendment takes effect constitutes acceptance of the amended terms. If you do not accept an amendment, you should stop using our services and terminate any active engagement in accordance with these terms.
20. Notices
Notices under these terms will be given in writing and delivered by email or by post to the address each party has provided. Notices sent by email are deemed received on the next business day after sending, and notices sent by post are deemed received seven days after posting.
You agree to keep your contact details current and to notify us promptly of any change. We will send notices to the address most recently provided, and the notice will be effective even if you have changed address without telling us.
Our contact details are help@closersconnect.lat and Rm 509 5/F THE CLOUD, 111 TUNG CHAU ST, Tai Kok Tsui, Hong Kong (HK). Communications related to these terms will be treated in confidence.
21. Waiver and Assignment
A waiver of any provision of these terms is effective only if it is in writing and signed by the party granting the waiver. A failure to exercise any right is not a waiver of that right, and a single waiver does not imply a waiver on any other occasion.
You may not assign your rights or obligations under these terms without our prior written consent. We may assign these terms and the rights and obligations under them to an affiliate or to a successor entity in connection with a merger, acquisition, or restructuring.
Upon any permitted assignment, the assignee will assume all rights and obligations under these terms, and these terms will continue to bind both parties. We will notify you of any assignment that affects your engagement with us.
22. Contact Us
If you have questions about these terms or about our services, please contact us by email at help@closersconnect.lat or by telephone at +15675505414.
Our registered office is Closers Connect Limited, Rm 509 5/F THE CLOUD, 111 TUNG CHAU ST, Tai Kok Tsui, Hong Kong (HK). You may also write to us by post at this address, and we will respond as promptly as we can.
We look forward to hearing from you and to helping your business with disciplined systems design. Thank you for taking the time to read these terms in full.