Terms of
service.

Acceptance of terms

By using our website or hiring us, you agree to these terms. If you accept on behalf of a company, you confirm you have the authority to do so. You must be at least 18.

You accept these Terms by (a) accessing or using the Site, (b) signing a Statement of Work, Order Form, proposal, or other engagement document referencing these Terms, or (c) instructing us in writing to begin work. If you accept these Terms on behalf of a legal entity, you represent and warrant that (i) you have the authority to bind that entity, (ii) the entity agrees to be bound by these Terms, and (iii) "you" and "your" refer to that entity throughout these Terms.

You must be at least 18 years old, or the age of legal majority in your jurisdiction (whichever is greater), to use the Site or to enter into an engagement with HEADGATE.

The most current version of these Terms is always available at headgatetech.com/terms. We will indicate the date these Terms were last updated at the top of this page.

Defined terms

A glossary so we don't have to repeat ourselves. The capitalised terms below mean what they say here.

In these Terms, unless the context requires otherwise:

Affiliate

With respect to a party, any entity that controls, is controlled by, or is under common control with that party.

Applicable Data Protection Laws

All data protection and privacy laws applicable to the processing of Personal Data under these Terms, including the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486) ("PDPO"), the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the United Kingdom General Data Protection Regulation ("UK GDPR"), and the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 ("CCPA/CPRA").

Client Materials

Content, data, branding, or other materials you provide to us for use in performing the Services.

Confidential Information

Has the meaning set out in Section 9 (Confidentiality).

Deliverables

The tangible work product produced by HEADGATE for you under a Statement of Work, including reports, content, designs, code, data analyses, and recommendations.

DPA

The Data Processing Agreement available at headgatetech.com/dpa or otherwise executed between the parties.

Personal Data

Has the meaning given to it under the relevant Applicable Data Protection Laws.

Statement of Work / SOW

A written engagement document (including proposals, order forms, and scopes of work) signed or otherwise mutually agreed by the parties that describes the specific Services to be performed and the related fees and timeline.

Sub-processor

Has the meaning given in the DPA.

Third-Party Services

Platforms, tools, or services provided by third parties that we may use to perform the Services or that you direct us to integrate with.

Description of service

We are a digital marketing agency. We do AI marketing, SEO, email and lifecycle programmes, and web design. We aim to do good work, but we cannot promise specific commercial outcomes — we will explain our methods and report results honestly.

HEADGATE is a digital marketing agency that provides integrated marketing services, including without limitation:

• AI Marketing. Applied artificial intelligence for content production, audience modelling, and on-site assistants.
• SEO & Search. Technical optimisation, content strategy, and search-visibility programmes.
• Email & Lifecycle. Customer-retention programmes and newsletter management.
• Web Design & Build. Marketing sites and product interfaces.

We perform the Services with reasonable skill and care and, where applicable, in accordance with the SOW. We do not guarantee specific commercial outcomes such as search rankings, organic traffic volume, conversion rates, revenue, or other business results, all of which depend on factors outside our control. We do commit to: (a) defining the methods and assumptions used in each engagement, (b) reporting key performance indicators honestly, and (c) flagging risks or constraints we identify during the engagement.

The Site itself is provided as informational and for inquiries about our Services. The Site is provided "as is" subject to Section 14 (Warranties & Disclaimers).

Engagements & SOWs

Our actual work happens under a written Statement of Work that lists what we are doing, when, and for how much. If anything in the SOW says something different from what's here, the SOW wins for that engagement.

4.1 SOW Required. Each engagement is governed by a written Statement of Work signed or otherwise mutually agreed by the parties. The SOW will set out the scope of Services, deliverables, timeline, fees, assumptions, and any engagement-specific terms.

4.2 Order of Precedence. In the event of a conflict between these Terms and a signed SOW, the SOW will prevail solely with respect to the engagement governed by that SOW. In the event of a conflict between an executed DPA and these Terms with respect to data protection, the DPA will prevail.

4.3 Change Orders. Any change to the scope, schedule, or fees of an engagement must be agreed in writing through a change order or amended SOW.

4.4 Client Cooperation. You acknowledge that timely delivery depends on your cooperation, including timely review of drafts, timely provision of Client Materials, timely access to systems necessary to perform the Services, and timely responses to questions. Delays caused by you may result in adjusted timelines or fees, as set out in the SOW.

4.5 Acceptance. Unless the SOW states otherwise, Deliverables will be deemed accepted upon the earlier of (a) your written acceptance, (b) your use of the Deliverable for its intended purpose, or (c) ten (10) business days after delivery without written rejection identifying specific, material non-conformance with the SOW.

Fees & payment

Fees are quoted in USD and don't include taxes. We invoice as set out in the SOW; invoices are due within 14 days. Late payment carries 1% monthly interest, and we can pause work after 30 days unpaid.

5.1 Fees. Fees for the Services are set out in the applicable SOW. Unless the SOW states otherwise, fees are quoted in United States Dollars (USD) and exclude taxes, duties, levies, third-party costs (such as advertising spend, software licenses, or contractor fees), and reasonable out-of-pocket expenses.

5.2 Invoicing. Unless the SOW states otherwise, we will issue invoices in accordance with the milestones or schedule set out in the SOW. Invoices are payable within fourteen (14) days of issue.

5.3 Late Payment. Amounts not paid by the due date will accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law, calculated from the due date until paid in full. If an invoice is unpaid for more than thirty (30) days after the due date, we may suspend the Services upon written notice without liability. Suspension under this Section does not relieve you of your payment obligations.

5.4 Taxes. You are responsible for all taxes (including VAT, GST, sales, use, and withholding taxes) other than taxes based on our net income. If you are required by law to withhold any taxes from amounts payable to us, you will gross up the payment so that we receive the full amount that would have been received absent such withholding, unless we have provided you with a tax-exemption certificate or treaty-relief documentation.

5.5 Disputed Invoices. You must dispute any invoice in writing within fourteen (14) days of receipt, identifying the specific items in dispute and the basis for the dispute. Undisputed amounts remain due. The parties will work in good faith to resolve disputed amounts within thirty (30) days.

5.6 Currency. Where you pay in a currency other than USD, the conversion will use the bank's prevailing exchange rate on the payment date and any conversion or transfer fees are your responsibility.

5.7 Refunds. Fees for Services already performed are non-refundable. Pre-paid fees for Services not yet performed will be refunded on a pro-rata basis upon termination by you for our material breach (see Section 17 — Term & Termination).

Intellectual property

You keep your stuff. We keep our stuff. Once a Deliverable is fully paid for, it's yours — except for our pre-existing tools and methods, which we license to you to use as part of the Deliverable.

6.1 Client Materials. As between the parties, you retain all right, title, and interest in and to Client Materials. You grant HEADGATE a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display the Client Materials solely as necessary to perform the Services and produce the Deliverables.

6.2 HEADGATE Background IP. HEADGATE retains all right, title, and interest in and to its pre-existing intellectual property, methodologies, frameworks, templates, tools, software, training data, models, prompts, processes, and know-how (collectively, "HEADGATE Background IP"), including any improvements or modifications made during an engagement.

6.3 Deliverables. Subject to your full and timely payment of all fees due under the applicable SOW, HEADGATE assigns to you all right, title, and interest in and to the Deliverables, excluding HEADGATE Background IP embedded therein. To the extent any HEADGATE Background IP is embedded in the Deliverables, HEADGATE grants you a perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to use that HEADGATE Background IP solely as embedded in the Deliverables.

6.4 Pre-Payment Position. Until full payment of all fees due, ownership of Deliverables remains with HEADGATE, and you have only a limited license to review the Deliverables for evaluation purposes.

6.5 Trademarks. "HEADGATE" and the HEADGATE logo are trademarks of HEADGATE TECHNOLOGY LTD. You may not use HEADGATE's trademarks without our prior written consent except as expressly permitted in Section 22 (Publicity).

6.6 Feedback. If you provide HEADGATE with feedback, suggestions, or improvement ideas relating to the Services or HEADGATE Background IP ("Feedback"), you grant HEADGATE a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose without obligation or attribution.

6.7 Third-Party IP. Where Deliverables incorporate third-party materials (including stock images, fonts, code libraries, or AI-generated outputs), the rights you receive in those third-party materials are limited to the rights granted by the applicable third-party licensor.

Client materials & representations

When you give us content, data, or branding to work with, you confirm you have the right to give it to us. If a third party complains about something you gave us, that's on you to handle.

7.1 Right to Provide. You represent and warrant that (a) you own or have the necessary rights and licenses to provide all Client Materials, (b) the Client Materials and our use of them as authorized do not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other rights, and (c) any Personal Data included in Client Materials has been collected, used, and shared with us in compliance with Applicable Data Protection Laws.

7.2 Content Standards. Client Materials must not contain content that is unlawful, defamatory, obscene, hateful, deceptive, or otherwise inappropriate. We may decline to use Client Materials that, in our reasonable judgment, do not meet these standards or that would expose either party to legal or reputational risk. We will discuss any such concerns with you and propose alternatives.

7.3 Removal Right. Without limiting Section 7.2, where Deliverables are published or hosted by HEADGATE on your behalf, we reserve the right to remove or refuse to publish any content that we reasonably believe violates these Terms or applicable law, after giving you reasonable notice except where the violation requires immediate removal.

AI-powered services

We use AI tools to help with content, audience modelling, and on-site assistants. AI can be wrong or sound confident when it shouldn't. We review AI outputs before delivery, but you should review them too. We don't let AI vendors train their models on your data, and we will tell you which AI tools we used.

8.1 Use of AI. The Services may include the use of artificial intelligence and machine learning tools, including large language models, image generation models, and analytics models (collectively, "AI Tools"). The specific AI Tools used in an engagement will be identified in the SOW or upon your request.

8.2 No Training on Client Data. We will only use AI Tools that contractually commit not to train, retrain, or fine-tune their models on your inputs or outputs. Where this is not technically possible for a specific AI Tool, we will inform you in advance and obtain your written consent before using that tool with your data.

8.3 Output Review. AI Tools can produce outputs that are inaccurate, incomplete, biased, or otherwise unsuitable. We apply human review to AI-generated Deliverables before delivery, but we recommend you also conduct your own review before publication or use, particularly for legally, financially, or factually sensitive content.

8.4 Transparency. Where an AI Tool was materially used to produce a Deliverable that will be published to the public, we will identify the AI involvement to the extent required by Applicable Data Protection Laws, the EU AI Act (including Article 50 transparency obligations), or your reasonable instructions. You are responsible for any disclosures required of you as a publisher under applicable law.

8.5 No Warranty for AI Outputs. Without limiting any other warranty disclaimer in these Terms, we do not warrant that AI-generated content is accurate, original, non-infringing, or fit for a particular purpose. Where an AI Tool generates content that incorporates or resembles third-party material, we will use commercially reasonable efforts to identify potential issues but cannot guarantee the absence of such issues.

8.6 Prohibited AI Uses. We will not use AI Tools to (a) make decisions producing legal or similarly significant effects on individuals without human oversight, (b) generate content depicting non-consensual intimate imagery, (c) create deceptive deepfakes intended to deceive about identity, or (d) any use prohibited by the EU AI Act, the PCPD's 2024 Model Personal Data Protection Framework for AI Use, or other applicable AI regulation.

Confidentiality

Both sides keep each other's non-public information confidential, with normal exceptions (already public, you already had it, you developed it independently). This survives the engagement.

9.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential at the time of disclosure or that, given its nature and circumstances of disclosure, would reasonably be understood to be confidential. Confidential Information includes business plans, marketing strategies, customer data, financials, technical information, source code, prompts, models, and Deliverables.

9.2 Obligations. The Receiving Party will (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like nature (and in no event less than reasonable care), (b) use the Confidential Information solely to perform its obligations under these Terms or to exercise its rights under these Terms, and (c) limit access to the Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by written confidentiality obligations no less protective than those in this Section.

9.3 Exceptions. The obligations in this Section do not apply to information that the Receiving Party can demonstrate (a) is or becomes publicly available without breach of these Terms, (b) was rightfully in its possession before disclosure, (c) is rightfully obtained from a third party without confidentiality obligation, or (d) was independently developed without reference to the Disclosing Party's Confidential Information.

9.4 Compelled Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it will (where legally permitted) give the Disclosing Party prompt notice and reasonably cooperate in any effort to obtain a protective order.

9.5 Survival. The confidentiality obligations in this Section survive for a period of five (5) years after termination of the engagement, except that obligations relating to trade secrets continue for as long as the information remains a trade secret under applicable law.

Privacy & data protection

We follow Hong Kong's PDPO and, where relevant, GDPR/UK GDPR and CCPA/CPRA. Our Privacy Policy explains what we collect from website visitors. For client engagements where we process your end-users' personal data, we sign a Data Processing Agreement.

10.1 Privacy Policy. Our Privacy Policy at headgatetech.com/privacy describes how we collect, use, and disclose Personal Data of Site visitors and prospective clients. By using the Site, you acknowledge our Privacy Policy.

10.2 Hong Kong PDPO. HEADGATE is a "data user" under the PDPO and complies with the six Data Protection Principles. The Privacy Commissioner for Personal Data is the relevant supervisory authority. Direct marketing activities are conducted in accordance with Part VIA of the PDPO.

10.3 GDPR / UK GDPR. Where we process Personal Data of individuals in the European Economic Area or the United Kingdom, we do so in accordance with GDPR / UK GDPR, including:

• Legal Bases. We process Personal Data on the legal bases of contract, legitimate interests, consent, and legal obligation, as set out in the Privacy Policy and any applicable DPA.
• Data Subject Rights. Individuals may exercise their rights of access, rectification, erasure, restriction, portability, and objection by contacting privacy@headgatetech.com. We will respond within thirty (30) days.
• International Transfers. Hong Kong has not received an EU adequacy decision. For Personal Data transferred from the EEA to HEADGATE, we rely on the European Commission's Standard Contractual Clauses (Decision 2021/914), Module 2 or Module 3 as applicable. For UK-origin data, we rely on the UK ICO's International Data Transfer Addendum to the EU SCCs. We have completed Transfer Impact Assessments and apply supplementary measures including encryption in transit and at rest.
• Supervisory Authority Complaints. Individuals may lodge a complaint with their local supervisory authority.
• Breach Notification. In the event of a personal data breach affecting EU/UK data subjects, we will notify the relevant supervisory authority without undue delay and, where feasible, within seventy-two (72) hours of becoming aware of the breach. We will notify affected data subjects without undue delay where the breach is likely to result in a high risk to their rights and freedoms.

10.4 CCPA / CPRA. Where we process Personal Information of California residents:

• Categories Collected. Identifiers, professional information, internet activity, and inferences drawn from the foregoing, as further described in the Privacy Policy.
• Sale / Sharing. We do not sell Personal Information. We do not "share" Personal Information for cross-context behavioral advertising as defined in the CCPA/CPRA.
• Consumer Rights. California residents have the rights to know, delete, correct, opt-out of sale or sharing, limit the use of Sensitive Personal Information (where applicable), and not be discriminated against for exercising these rights.
• Submission Methods. Requests may be submitted via privacy@headgatetech.com or via the contact form at headgatetech.com/contact. We will verify the request and respond within forty-five (45) days, with a possible forty-five (45) day extension where reasonably necessary.
• Sensitive Personal Information. We do not use Sensitive Personal Information for purposes beyond those permitted by 11 CCR § 7027(m), so the right to limit does not apply.

10.5 Data Processing Agreement. Where we process Personal Data on your behalf in connection with an engagement (i.e., where you are the controller and HEADGATE is the processor), the parties will execute a DPA in the form available at headgatetech.com/dpa, which is hereby incorporated by reference. The DPA sets out the parties' respective obligations regarding Personal Data, sub-processors, security measures, breach notification, audit rights, and international transfers.

10.6 Cookies. Our Cookie Policy at headgatetech.com/cookies describes the cookies set on the Site and how to manage your preferences. We honor Global Privacy Control signals where applicable.

Acceptable use

Don't use our website or services to break the law, attack other people, scrape us, or do anything you wouldn't want to explain to a regulator. We can suspend or terminate access if you do.

You agree not to (and not to allow any third party to) use the Site or the Services to:

• (a) Engage in any unlawful, fraudulent, deceptive, or harmful activity;
• (b) Send spam, unsolicited bulk communications, or messages that violate CAN-SPAM, the PDPO Part VIA Direct Marketing rules, the EU ePrivacy Directive, or analogous laws;
• (c) Harass, threaten, defame, or invade the privacy of any person;
• (d) Upload, transmit, or distribute any malware, virus, ransomware, or other malicious code;
• (e) Attempt to gain unauthorized access to any system, network, or account, or to circumvent any security or authentication measure;
• (f) Probe, scan, or test the vulnerability of any HEADGATE system without prior written authorization;
• (g) Scrape, crawl, or extract data from the Site, except as expressly permitted by our robots.txt and any applicable rate limits;
• (h) Reverse engineer, decompile, or disassemble any HEADGATE Background IP except to the extent expressly permitted by applicable law;
• (i) Impersonate any person or misrepresent your affiliation with any person;
• (j) Use the Services to compete with HEADGATE or to develop a competing product or service;
• (k) Use the Services to generate, train, fine-tune, or evaluate any machine-learning model without our prior written consent;
• (l) Provide us with content or instructions that, if executed, would cause us to violate the rights of a third party or any applicable law;
• (m) Use the Services in any way that violates U.S. or other applicable export control laws, sanctions regulations administered by OFAC, BIS, the U.K., the European Union, or the Hong Kong Special Administrative Region.

We may, at our discretion, investigate suspected violations and take appropriate action, including suspending or terminating access, removing content, or cooperating with law enforcement.

Third-party services & sub-processors

We sometimes use third-party tools (cloud, analytics, AI providers, ad platforms) to perform the Services. We list our sub-processors and tell clients before we add a new one, with a chance to object.

12.1 Third-Party Services. The Services may involve the use of Third-Party Services (e.g., cloud hosting, email delivery platforms, analytics providers, AI vendors, advertising platforms). Your use of any Third-Party Service is subject to that third party's terms and policies. We are not responsible for, and disclaim all liability arising from, any Third-Party Service.

12.2 Sub-processors. Where we engage a Sub-processor to process your Personal Data on our behalf, we will (a) impose data protection obligations on the Sub-processor that are no less protective than those in the DPA, (b) maintain a public list of Sub-processors at headgatetech.com/subprocessors, (c) provide at least thirty (30) days' notice of material changes to the Sub-processor list, and (d) give you the opportunity to object on reasonable data-protection grounds in accordance with the DPA.

12.3 Client-Directed Third-Party Services. Where you direct us to use a particular Third-Party Service (e.g., a CRM, analytics platform, or AI tool of your choice), we will perform the Services using that Third-Party Service, but you remain responsible for that Third-Party Service's compliance, performance, and any costs.

Service levels & outcomes

We work hard to deliver on time and well. We commit to defined methods and honest reporting, but we cannot promise specific marketing results. If a delivery slips because we're behind, we will fix it. If it slips because we're waiting on you, that's on the timeline you and we agreed to.

13.1 Service Levels. Specific service levels (delivery dates, response times, availability) will be set out in the applicable SOW. Unless an SOW provides otherwise, we will use commercially reasonable efforts to perform the Services in accordance with the timeline agreed in the SOW.

13.2 No Outcome Guarantee. Marketing results depend on many factors outside our control, including platform algorithms, market conditions, your product or service, your pricing, your competitive landscape, and your audience. We do not guarantee any specific commercial outcome, including search rankings, traffic volumes, conversion rates, click-through rates, return on ad spend, revenue, or any other business metric.

13.3 Reasonable Efforts. We will (a) use methods consistent with industry best practice and aligned with the SOW, (b) report KPIs accurately and on the cadence agreed in the SOW, (c) flag risks, dependencies, and changes that may affect outcomes, and (d) recommend course corrections where data warrants.

13.4 Beta Features. Some features or methods may be identified as "beta", "preview", or "experimental". These are provided on an as-is basis without warranty and may be modified or discontinued at any time.

Warranties & disclaimers

We will perform the Services with reasonable skill and care. Beyond that, we provide everything "as is". We disclaim implied warranties to the maximum extent the law allows. Some jurisdictions don't let us disclaim certain things — those carve-outs apply.

14.1 Performance Warranty. We warrant that the Services will be performed in a workmanlike manner with reasonable skill and care.

14.2 IP Warranty. We warrant that the Deliverables, when used as authorized, will not knowingly infringe the intellectual property rights of any third party. This warranty does not apply to Client Materials, third-party materials incorporated at your direction, or modifications made to the Deliverables after delivery.

14.3 Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET OUT IN THIS SECTION 14, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

14.4 No Warranty for Third-Party or AI Outputs. Without limiting Section 14.3, we make no warranties regarding (a) Third-Party Services, (b) AI-generated outputs (see Section 8.5), (c) the availability, accuracy, or completeness of third-party data sources, or (d) any specific commercial outcome.

14.5 Statutory Carve-Outs. Nothing in these Terms excludes or limits any warranty, condition, or other right that cannot be excluded or limited under applicable law (including, in Hong Kong, the Control of Exemption Clauses Ordinance and the Sale of Goods Ordinance, and analogous consumer-protection statutes elsewhere).

Indemnification

We will defend you if our Deliverables are claimed to infringe IP. You will defend us if your Client Materials, your instructions, or your use of the Deliverables cause a problem. The party being defended needs to play along (notify, cooperate, not undercut the defence).

15.1 By HEADGATE. Subject to Section 15.4, HEADGATE will defend you against any third-party claim alleging that the Deliverables, when used as authorized, infringe a third party's intellectual property right (an "IP Claim"), and will indemnify you against damages, costs, and reasonable attorneys' fees finally awarded against you or agreed in settlement of any such IP Claim. HEADGATE's obligations under this Section do not apply to claims arising from (a) Client Materials, (b) third-party materials incorporated at your direction, (c) modifications to the Deliverables made by anyone other than HEADGATE, (d) use of the Deliverables outside the scope authorized in the SOW, or (e) AI-generated outputs (which are addressed in Section 8).

15.2 Mitigation. If a Deliverable is held, or HEADGATE believes a Deliverable may be held, to infringe, HEADGATE may at its option (a) procure for you the right to continue using the Deliverable, (b) modify or replace the Deliverable to be non-infringing while substantially preserving its functionality, or (c) terminate the affected SOW and refund the fees paid for the affected Deliverable.

15.3 By Client. Subject to Section 15.4, you will defend HEADGATE against any third-party claim arising from (a) Client Materials, (b) your or your end-users' use of the Deliverables, (c) your breach of Section 7 (Client Materials & Representations) or Section 11 (Acceptable Use), or (d) your violation of any applicable law in connection with your use of the Services or the Deliverables, and will indemnify HEADGATE against damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement of such claim.

15.4 Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party will not settle any claim that admits liability or imposes obligations on the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense with counsel of its choice.

15.5 Sole Remedy. This Section 15 sets out the sole and exclusive remedies of the parties for third-party intellectual property claims relating to the Deliverables.

Limitation of liability

Neither side is liable for indirect, consequential, or punitive damages. Our total liability is capped at what you paid us in the 12 months before the claim. Some things (fraud, wilful misconduct, death/personal injury, your payment obligations) are carved out.

16.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO HEADGATE UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exceptions. The exclusions and limitations in Sections 16.1 and 16.2 do not apply to (a) liability for fraud or wilful misconduct, (b) liability for death or personal injury caused by negligence, (c) your obligation to pay fees properly invoiced under any SOW, (d) either party's indemnification obligations under Section 15, (e) breach of confidentiality under Section 9, or (f) any liability that cannot be excluded or limited under applicable law.

16.4 Allocation of Risk. The parties acknowledge that the limitations and exclusions in this Section 16 are an essential basis of the bargain between them and that, absent these limitations, the fees would be substantially higher.

Term & termination

Either side can end an engagement with 30 days' notice, or right away if the other side seriously breaches and doesn't fix it within 15 working days. When the engagement ends, you pay for work done, we hand over what's been paid for, and we delete or return your data per the DPA.

17.1 Term. These Terms apply from the earlier of (a) your first use of the Site or (b) the effective date of the first SOW, and continue until terminated as set out in this Section.

17.2 Termination for Convenience. Either party may terminate any SOW for convenience by giving the other party at least thirty (30) days' written notice, unless the SOW provides otherwise.

17.3 Termination for Cause. Either party may terminate any SOW or these Terms immediately upon written notice if the other party (a) commits a material breach that is not cured within fifteen (15) working days after receiving written notice describing the breach in reasonable detail, (b) becomes insolvent, has a receiver or administrator appointed over its assets, makes any composition with its creditors, or ceases trading, or (c) is required to terminate due to compliance with applicable law (including sanctions or export controls).

17.4 Effect of Termination. On termination of an SOW or these Terms:

• You will pay all fees owed for Services performed up to the effective date of termination, including for work in progress and non-cancellable third-party costs;
• We will deliver any Deliverables that have been fully paid for, or place pre-paid work in progress in a deliverable form to the extent reasonably practicable;
• Each party will return or, at the other party's option, destroy the other party's Confidential Information, subject to legal retention requirements and back-up media preserved in the ordinary course (which remain subject to the confidentiality obligations);
• The DPA's provisions on return or deletion of Personal Data apply.

17.5 Suspension. Without limiting our termination rights, we may suspend Services upon reasonable notice if (a) any invoice is more than thirty (30) days overdue, (b) we reasonably believe continued performance would cause us to violate applicable law (including sanctions or export controls), or (c) you are in breach of Section 11 (Acceptable Use). Suspension under this Section does not relieve you of your payment obligations.

Survival

A few sections naturally outlast the engagement (payment for work done, IP rights, confidentiality, liability caps, dispute resolution).

The following Sections survive termination of these Terms or any SOW: 5 (Fees, Invoicing & Payment) with respect to amounts accrued before termination, 6 (Intellectual Property Rights), 9 (Confidentiality), 10 (Privacy & Data Protection), 14 (Warranties & Disclaimers), 15 (Indemnification), 16 (Limitation of Liability), 17.4 (Effect of Termination), 18 (Survival), 19 (Force Majeure) with respect to events occurring before termination, 20 (Compliance with Laws), 21 (Independent Contractor; Non-Solicitation), 23 (Dispute Resolution), and 25 (General Provisions), together with any other provision that by its nature should survive.

Force majeure

Neither side is liable for delays or failures caused by things genuinely outside their control (natural disasters, pandemics, war, internet outages, government actions). The affected party must notify the other side and try to mitigate.

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events outside its reasonable control, including without limitation acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, government action or order, sanctions or embargoes, labor disputes, internet or telecommunications outages, denial-of-service attacks, or failure of a Third-Party Service. The affected party will give prompt written notice to the other party, use reasonable efforts to mitigate the impact, and resume performance as soon as reasonably practicable. If a force-majeure event continues for more than sixty (60) days, either party may terminate the affected SOW upon written notice without further liability except for amounts owed for Services performed before the event.

Compliance with laws

We comply with applicable laws — including sanctions, export controls, and anti-bribery — and you commit to do the same. If a sanctioned party shows up on either side, we have to stop.

20.1 General Compliance. Each party will comply with all laws, regulations, and orders applicable to the performance of these Terms.

20.2 Sanctions and Export Controls. Each party represents and warrants that it (a) is not a Specially Designated National or other party prohibited under sanctions administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations, the United Kingdom, the European Union, or the Hong Kong Special Administrative Region, (b) is not located in a country or region subject to comprehensive U.S., U.K., or EU sanctions, and (c) will not use the Services or Deliverables in violation of applicable export-control or sanctions laws. We may suspend or terminate the Services if we reasonably determine that continued performance would violate sanctions or export-control laws.

20.3 Anti-Bribery and Anti-Corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and the Hong Kong Prevention of Bribery Ordinance (Cap. 201). Neither party will offer, give, or accept any bribe, kickback, or improper payment in connection with these Terms.

20.4 Modern Slavery. Each party represents that it does not engage in any form of slavery, servitude, forced or compulsory labor, or human trafficking, and will use commercially reasonable efforts to ensure the same in its supply chain.

Independent contractor

We are independent contractors, not partners or employees. During the engagement and for 12 months after, neither side will poach the other's people who worked together on the engagement (general job ads to the public are fine).

21.1 Independent Contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other.

21.2 Non-Solicitation. During the term of any SOW and for twelve (12) months after its termination, neither party will, directly or indirectly, solicit for employment or engagement any employee or contractor of the other party who was directly involved in the engagement, except that (a) general advertisements not specifically targeted at the other party's personnel are permitted, and (b) hiring an individual who responds to such a general advertisement or who initiates contact independently is permitted.

Publicity

We would like to mention you as a client and use your logo on our site. We will only do so with your permission, and you can withdraw permission at any time.

We may, with your prior written consent (email is sufficient), reference you as a client of HEADGATE and display your name and logo on the Site, in marketing materials, and in pitches to prospective clients. You may withdraw that consent at any time on written notice, and we will remove the reference within a reasonable period thereafter (subject to printed materials already in distribution and case studies already published, which we will refresh on the next reasonable update cycle). Case studies that go beyond a logo (e.g., metrics, quotes, and detailed descriptions) require a separate written approval.

Dispute resolution

First we try to work it out at the senior level for 30 days. If that doesn't work, disputes go to arbitration in Hong Kong, in English, under HKIAC rules. We have to bring claims individually — no class actions. Small claims are an exception. You can opt out of the arbitration clause within 30 days of first agreeing to these Terms.

23.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes) are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

23.2 Informal Resolution. Before commencing any formal proceedings, the parties will attempt in good faith to resolve any dispute through senior-level discussion for a period of thirty (30) days from the date written notice of the dispute is given.

23.3 Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, that is not resolved under Section 23.2, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration will be Hong Kong. The number of arbitrators will be one (1). The arbitration proceedings will be conducted in English. The arbitral award will be final and binding on the parties.

23.4 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

23.5 Small Claims Exception. Either party may bring an individual action in small claims court (or the equivalent in its jurisdiction) for claims that fall within the small-claims jurisdictional limit, in lieu of arbitration.

23.6 Opt-Out. You may opt out of the arbitration provisions in Sections 23.3 and 23.4 by sending written notice of your decision to opt out to legal@headgatetech.com within thirty (30) days of first agreeing to these Terms. If you opt out, disputes will be resolved by the Hong Kong courts under Section 23.7.

23.7 Courts. Subject to the arbitration provisions above, the parties submit to the exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region for any dispute that is not subject to arbitration.

23.8 Equitable Relief. Notwithstanding Section 23.3, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Changes to terms

We may update these terms. Material changes get at least 30 days' notice (email or a prominent notice on our site). If you keep using the Services after the effective date, that means you agree to the new terms. If you don't, you can terminate.

We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days' notice by email to the address you have provided to us and/or by posting a prominent notice on the Site. Non-material changes (e.g., clarifications, formatting, or changes to non-binding sections) take effect on posting. The "Last Updated" date at the top of these Terms reflects the most recent changes. Your continued use of the Site or Services after the effective date of an amendment constitutes acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to terminate the affected SOW under Section 17.

General provisions

Standard end-of-contract clauses. Notices go in writing to the right place. We can reassign in a merger; you cannot reassign without our consent. If part of these terms is invalid, the rest still applies.

25.1 Entire Agreement. These Terms, together with any executed SOW, the Privacy Policy, the Cookie Policy, and any executed DPA, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, written or oral.

25.2 Order of Precedence. In the event of conflict, the order of precedence is (a) the executed DPA (with respect to data protection), (b) the executed SOW, (c) these Terms, (d) the Privacy Policy and Cookie Policy.

25.3 Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be severed from these Terms and the remaining provisions will remain in full force and effect, and the parties will negotiate in good faith to replace the severed provision with a valid provision that achieves substantially the same economic effect.

25.4 Waiver. No failure or delay by either party in exercising any right under these Terms operates as a waiver, nor does any single or partial exercise of any right preclude any further exercise of that or any other right. Any waiver must be in writing and signed by the waiving party.

25.5 Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in whole or in part in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, on written notice to you. Any purported assignment in violation of this Section is void.

25.6 Notices. Formal legal notices to HEADGATE must be sent in writing to legal@headgatetech.com with a copy by post or courier to: HEADGATE TECHNOLOGY LTD, Suite C, Level 7, 50 Stanley Street, Central, Hong Kong. Notices to you may be sent to the email address most recently associated with your account or engagement, or to such other address as you have notified us in writing. Notices are effective on receipt (for email) or on confirmed delivery (for post or courier).

25.7 Electronic Communications. You consent to receive communications from us electronically, including notices, agreements, and other communications relating to these Terms. Electronic signatures (including via DocuSign or analogous platforms) are valid and enforceable to the maximum extent permitted by applicable law.

25.8 Counterparts. Any document referencing these Terms (including an SOW or DPA) may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument.

25.9 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

25.10 No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and do not confer any rights on any third party, except as expressly provided.

25.11 Construction. The terms "include", "including", and "in particular" are illustrative and not exhaustive. References to a statute include any subordinate legislation made under it and any consolidation, re-enactment, or amendment in force.

25.12 Language. These Terms are drafted in English, which is the controlling language. Any translation is provided for convenience only.

Contact us

Reach out to the right inbox depending on what you need.

If you have questions about these Terms, please contact us:

• General inquiries: hello@headgatetech.com
• Legal notices: legal@headgatetech.com
• Privacy / data protection: privacy@headgatetech.com
• Security disclosures: security@headgatetech.com

HEADGATE TECHNOLOGY LTD
Suite C, Level 7
50 Stanley Street
Central, Hong Kong