Terms and Conditions - Farmers Creation

Interpretation of terms

Individual terms used in these General Terms and Conditions shall have the following meaning:

“Client” means any natural or legal person who orders products from Farmers Creation and/or services developed by Farmers Creation and who is the payer of invoices issued by Farmers Creation;
“Services” means the products and/or services developed by Farmers Creation that entail conceptual and/or intellectual solutions exclusively owned by Farmers Creation;
“Contract” means the contract concluded between Farmers Creation and the Client under which the Client orders and purchases Services for the Price named in the Offer and/or the Contract. For the purposes of these General Terms and Conditions, a written acceptance of the Offer by the Client shall also be considered a Contract if the Offer contains all the essential elements of the Contract in regard to the subject matter (Services) and Price;
“Offer” means a form or any other type of document in which Farmers Creation specifies the type of Services, as well as their Prices, which is sent to the Client for approval. For the purposes of these General Terms and Conditions, an email that contains all the essential elements of the Contract in regards to the subject matter (Services) and Price sent by Farmers Creation to the Client shall also be considered an Offer, as well as an email sent by Farmers Creation to the Client with the Contract proposal attached;
“Price” means the price of Services set in the Offer and/or the Contract, and the Client orders and purchases Services from Farmers Creation at that price;
“Confidential information” means the provisions of these General Terms and Conditions and/or individual Contracts, as well as all the information and/or data belonging or referring to one or both contracting parties, their business associates, their business itself or business relations, products, services, suppliers, clients and potential clients, that was made available to the contracting party by the other contracting party, its representatives and/or advisers, regardless if it was done before or after the date of the acceptance of these General Terms and Conditions and/or conclusion of the Contract;
“Force majeure” means an exceptional event that could not have been foreseen at the time of the acceptance of the Offer and/or the conclusion of the Contract and that was beyond the reasonable control of either party;
“Working day” means any day other than Saturday, Sunday, or a public holiday in Hong Kong;
“Third parties” means all natural or legal individuals except the parties to the Contract and/or their authorized representatives.

Offer

Farmers Creation shall undertake to submit the Offer to the Client for every project. The Offer shall be considered a forming part of the Contract.
The Client shall take full responsibility for making sure that the Services specified in the Offer correspond exactly to its needs at the moment of signing and accepting the Offer and/or concluding the Contract.
After the Client accepts the Offer, they shall undertake to notify Farmers Creation of the acceptance of the Offer in writing as quickly as possible. Upon receipt of the notification from the Client, the Contract shall be deemed concluded, and the contracting parties are authorized to formally proceed with the signature of the Contract within the next 3 (three) Working days if the same is deemed necessary.
By accepting the Offer and/or concluding the Contract, the Client confirms to have read the provisions of these General Terms and Conditions and to fully understand the meaning and legal effects of the provisions concerned. In addition, by accepting the Offer and/or concluding the Contract, the Client explicitly confirms that he consents to the application of the provisions under these Terms and Conditions to the Contract.

Notifications

All notifications, as well as any other communication between contracting parties in regards to the execution of rights and obligations arising from the provisions of these General Terms and Conditions and/or the Contract, shall be in writing and sent to the other contracting party by a licensed provider of postal services or by email.
Delivery by a licensed postal service provider shall be considered properly carried out if the consignment was sent by registered post with acknowledgment of receipt to the address of the contracting party specified in the Contract.
Delivery by email shall be considered properly carried out if the email was sent to the email address that the contracting parties previously established as the contact email address under the condition that the contracting party/email sender did not get the automated delivery failure notice for the email concerned from the provider (server).

Extent of Services

Farmers Creation shall undertake to provide Services to the Client that are clearly specified and established in the Offer and/or the Contract. Services shall be provided for the purpose clearly and unequivocally agreed upon between the contracting parties, and they shall not be allowed to be utilized and/or used for other purposes.
Taking into consideration the provision from the previous paragraph, the Client shall not be authorized to utilize and/or use the Services provided to the extent or in the manner that was not explicitly agreed upon between the contracting parties.
In order to utilize and/or use the Services outside the agreed extent or in a different manner, the Client shall undertake to obtain prior written approval from Farmers Creation. Otherwise, he may be held liable for damage.
During the term of the Contract, the Client shall undertake to act, as quickly as possible, in accordance with demands set by Farmers Creation that are necessary for a prompt and proper execution of the Services. If the contracting parties agree on the deadlines within which it is necessary to take action and/or submit certain documentation and/or consent for the purpose of the proper execution of the Services, the contracting parties shall undertake to fully comply with these deadlines, and in the event the Client fails to act within deadlines, Farmers Creation shall not be held accountable for the possible overstepping of the deadlines established for the execution of Services.
Unless explicitly agreed otherwise, the Client shall not be entitled to open documents or codes. That is considered as an additional Service that Farmers Creation is authorized to deliver and charge separately.
For the purpose of the fulfillment of the obligations set out in the Contract, Farmers Creation is authorized to use the services of its business associates of choice and at its own discretion, without needing consent and/or approval from the Client.
Farmers Creation shall have the right to underline the company and/or the Client’s logo in its references.

Payment conditions

If the contracting parties established the liability of the Client to pay the advance, Farmers Creation shall not be required to start the provision of the Services until the amount of the advance is paid in full by the Client and registered in the business account of Farmers Creation.
Farmers Creation shall undertake to issue an invoice to the Client for the Services provided that will show the amount of the Price. Unless agreed otherwise, the due date for the payment of the invoice issued by Farmers Creation shall be 15 (fifteen) days starting from the day when the invoice was issued.
If the Client is late with the payment of the invoices, Farmers Creation shall be entitled to default interest calculated from the due date of the invoice to the day of the payment.
In the event mentioned in the previous paragraph, Farmers Creation is authorized to fully or partially stop the provision of the Services to the Client during the period when the Client is in default.
If the contracting parties established a discount on the basis of the Price for a certain payment method and the Client fails to use that payment method, Farmers Creation has the right to issue the invoice without the discount.

Intellectual property

Farmers Creation shall retain copyright over its own contents and/or materials (including, inter alia, textual, visual, and audio materials, presentations, databases, program data, etc.). It shall be explicitly stated that all the conceptual and/or intellectual solutions developed by Farmers Creation during the provision of the Services and for the purpose of fulfilling its obligations under the Contract shall also be considered as Farmers Creation copyright.
Farmers Creation shall retain the exclusive right to dispose of the content/material that is under its copyright at its own discretion and according to its own needs, including, inter alia, publishing the content/material concerned on websites, entering competitions with it, outline the company logo and trademark on the content/material, etc.
Any unauthorized use of any content/material that is under copyright and/or represents any other form of intellectual property of Farmers Creation without the explicit written consent and/or written approval from Farmers Creation as the copyright holder, shall be deemed as an infringement of copyright and/or other forms of intellectual property rights and as a gross violation of the provisions governed by these General Terms and Conditions and/or the Contract and shall be liable to legal action.
Upon the fulfillment of the obligations from the Contract by contracting parties, particularly of the obligations in terms of the provision of the Services and the payment of the Price, all copyrights that belong to Farmers Creation in regards to the Services provided shall be assigned to the Client, pursuant to the conditions further defined in the Contract.
In the event that Farmers Creation submits several conceptual designs and/or solutions to choose from to the Client during the provision of the Services, and the Client, at their own discretion, chooses one of the designs and/or one of the solutions, other designs and/or solutions shall be considered as the copyright of Farmers Creation and Farmers Creation shall retain the exclusive right of disposal.
If the subject of the Services implies materials and/or contents owned by Third parties and it is necessary to obtain a prior consent from Third parties and/or pay a certain fee to use them, Farmers Creation shall commit to, with prior consent from the Client, take any necessary steps to make the use of materials and/or contents provided by Third parties entirely legal. In the event that Farmers Creation pays the fee to third parties, the cost of the fee paid is assigned to the Client and charged separately.
The Client shall take full responsibility for the legality of the use of materials and/or contents that they delivered or provided in any other way to Farmers Creation.

Confidentiality

During the term of the Contract, and consequently during the period of the implementation of the provisions governed by these General Terms and Conditions, and for the period ending 3 (three) years from the date of its termination, the Contracting Parties shall undertake to handle Confidential information very carefully and in strict confidence.
The Contracting parties shall not disclose or in any other way make Confidential information available to Third parties unless they obtain explicit written consent from the other contracting party for each Third party concerned, except where disclosure is required by law or by a competent authority.
The Contracting Parties shall undertake to use the Confidential information purely for the purpose for which they were disclosed, and they shall never directly or indirectly use that information for other purposes, and especially not for taking advantage for themselves or any other Third party.
The Client shall confirm that all intellectual solutions, ideas, materials, and other documentation related to the Services and/or arises from the Services belongs exclusively to Farmers Creation, and it is not allowed to use them, disclose them, or make them available to the public in any other manner except the manner specified in provisions of these General Terms and Conditions and/or the Contract.

Assignment of rights

It is explicitly stated that the Client is not authorized to transfer and/or assign to Third-party any of its rights set in the provisions of these General Terms and Conditions and/or the Contract without the written consent of Farmers Creation.

Liability

In terms of the provisions set out in these General Terms and Conditions, the liability of Farmers Creation shall be limited to the proper fulfillment of the obligations arising from the provisions of these General Terms and Conditions and/or the Contract.
Taking into consideration what was previously stated, it is explicitly agreed that Farmers Creation shall not be held liable for the legality of the Client’s business, for its loss of business income or profits, for the materials and/or contents that the Client made available to Farmers Creation or any delay in the fulfillment of the obligations caused by the Client’s default in terms of the fulfillment of the obligations or because of Force majeure.
It shall be explicitly stated that the total liability of Farmers Creation to the Client shall not, in any event, exceed the total sum of the agreed Price.
During the term of the Contract, and consequently during the period of application of the provisions under these General Terms and Conditions, and for the period ending 2 (two) years from the date of the Contract termination, the Client shall not, directly or indirectly, recruit or in any other way encourage Farmers Creation employees, former employees, business associates or former business associates to conclude an employment contract with the Client or have any other kind of business relationship with the Client without the written consent from Farmers Creation.
In addition to the Client, the prohibition from the previous paragraph of this Article shall also apply, in the same way and under the same conditions, to all the branch offices and related undertakings of the Client, as well as all the legal successors of the Client and companies that were set up by the same founders that set up the Client.

Termination of the Contract

The Client shall terminate the Contract in writing, with the appropriate application of the provisions on notifications in these General Terms and Conditions.
In the event described in the previous paragraph, the Client shall undertake to pay Farmers Creation for all the Services executed by Farmers Creation from the day of the acceptance of the Offer and/or conclusion of the Contract until the day of the Contract termination. In addition, in terms of Services that were not executed because of the termination of the Contract by the Client, the Client shall pay Farmers Creation 30% of the remaining amount of the Price intended for the Services that were supposed to be executed in the event of the regular completion of the Contract.
In the event of the termination of the Contract by the Client, the results of the work that came from the uncompleted Services are copyrighted, and they are exclusively owned by Farmers Creation.
In the event that, upon the fulfillment of contractual obligations by Farmers Creation, the Client refuses to accept the final conceptual solution given by Farmers Creation, although the same comprises all subsequent instructions and requests of the Client and Farmers Creation promptly delivered the Service, the Client shall undertake to pay to Farmers Creation the agreed amount of the Price.
Each contracting party may terminate the Contract if the other party fails to duly execute the obligations under the Contract.
In the event described in the previous paragraph, the contracting party that plans to terminate the Contract shall inform the other party about its failure to execute the obligations by written notice and request from that party to eliminate the mentioned failures within 15 (fifteen) days.

Force majeure

The contracting parties shall not be held liable for failure and/or delay in the performance of the obligations under the provisions of these General Terms and Conditions and/or the Contract caused by reasons or circumstances that occurred after the acceptance of these General Terms and Conditions and/or conclusion of the Contract that could not have been foreseen, avoided or removed (Force Majeure).
If one of the contracting parties believes that the reasons or circumstances from the previous paragraph occurred, such party shall notify the other party in writing immediately upon it becoming known.

Partial invalidity

In the event that one or more provisions of these General Terms and Conditions and/or the Contract shall be found invalid, voidable, and/or unenforceable in any way by any competent court, administrative body, or any other competent authority, such invalid, voidable and/or unenforceable provision shall not affect the remaining provisions of these General Terms and Conditions and/or the Contract which will stay in full force and effect.
For the purpose of remedying those failures, the invalid, voidable, and/or unenforceable provision of these General Terms and Conditions and/or the Contract shall be replaced with a valid and enforceable provision that complies with the true intentions of the Contracting Parties.

Jurisdiction and Governing law

In the event that any disputes arise between the contracting parties in relation to the application of the provisions of these General Terms and Conditions and/or concluded Contracts, including disputes relating to the validity of the conclusion of the Contract or its infringement or termination, as well as the resulting legal effects, the Contracting parties shall attempt to settle them amicably or, otherwise the dispute shall be settled by the courts of Hong Kong having subject-matter jurisdiction.
The laws of Hong Kong Special Administrative Region shall be applied to the relations that occur with the application of the provisions of these General Terms and Conditions and/or the Contract.

Personal data protection

The contractual parties shall protect the personal data that is collected and processed in order to carry out the contract and expressly confirm to handle the same in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong and other applicable laws and regulations.
The contractual parties agree unanimously that the Client is participating in the data processing as the data user (controller), while Farmers Creation is participating in the processing of data on the Client’s instructions, based on these General terms and conditions and/or the Contract.
By concluding the Contract, and consequently by the Client agreeing to these General terms and conditions, the Client is authorizing Farmers Creation to process the personal data of data subjects, as to the nature and purpose of the processing, which is closely linked to carrying out of obligations by Farmers Creation arising from this Contract. Farmers Creation shall protect the secrecy of personal data and other information obtained from the Client and shall use the same solely for the purpose of the contractual agreement.
It is expressly stated that the processing of personal data shall last only as long as necessary for carrying out of the Contract, respectively, until the purpose of a particular processing of data is fulfilled.
Farmers Creation shall process personal data only according to the lawful documented instructions of the Client and only for the purposes as set forth in the Contract and/or these General terms and conditions; ensure that persons authorized to process personal data are obliged to respect confidentiality; and take reasonable technical and organizational measures to safeguard personal data.
Farmers Creation shall, in no case, be held responsible for the Client’s conduct, which may be in breach of the applicable provisions regarding data protection.

Amendments to General Terms and Conditions

Farmers Creation shall reserve the right to amend these General Terms and Conditions at any time and without prior notice.
Farmers Creation shall publish all the amendments to these General Terms and Conditions on its official website in accordance with the valid regulations and they shall be entered into force on the day that is indicated in such amendments as the day of their entry into force.
In the event of amendments to these General Terms and Conditions, Farmers Creation shall undertake to notify the Client in writing or by email where practicable.
It shall be deemed that the Client fully agrees with the amendments to the General Terms and Conditions mentioned unless Farmers Creation is notified in writing of the Client’s disagreement within 15 (fifteen) days from the day when the amendments were published.

Final Provisions

In case a Contract is concluded with the Client, these General terms and conditions represent a constituent part of the Contract.
In case of discrepancies between the provisions of these General terms and conditions and the Contract, the provisions of the Contract shall prevail, except in the case of personal data protection provisions where these General terms and conditions shall prevail to the extent of any conflict.
By concluding a Contract and subsequently by accepting the General terms and conditions, the Client is accepting the general terms and conditions of all platforms used by Farmers Creation for purposes of duly carrying out the Contract.