KYOCERA Digital Marketing Outsourcing Services Agreement

1. Introduction

This Agreement outlines the Digital Marketing Outsourcing Services provided by KYOCERA Document Solutions Hong Kong Limited (“KDHK” or “Vendor”). It should be read in conjunction with the Service Agreement (SA) applicable to these services, which details acceptable levels of service and the scope of work.

WHEREAS, the Client seeks Performance Media; AND WHEREAS, KYOCERA Document Solutions Hong Kong Limited (“KDHK” or “Vendor”) has provided an estimate of the costs associated with the agreed services; AND WHEREAS, the Client desires to engage KDHK for these services, and KDHK is willing to provide such services under the terms and conditions set forth herein; NOW, THEREFORE, the parties agree as follows:

1.1 Definitions

In this Agreement, the following terms shall have the meanings assigned to them unless the context dictates otherwise:

  1. “Client” refers to the party receiving the service(s) of KDHK under this Agreement.
  1. “Vendor” refers to KDHK and its authorize business partners, including individuals, firms, or companies that have entered into a business agreement with KDHK.
  1.   Each party represents and warrants to the other the following:
  1. The execution, delivery, and performance of this Agreement will not breach or default any existing contracts or agreements to which a party is bound.
  1. All products, services, or performances related to this Agreement shall comply with applicable laws and regulations.
  1. Each party possesses or will obtain all necessary licenses, agreements, permits, waivers, registrations, approvals, and/or authorizations required for the performance of their obligations under this Agreement, and these will be valid and sufficient.
  1. Each party has the authority to execute and deliver this Agreement and perform its obligations, having been duly authorized and approved.
  1. The individuals signing this Agreement have the necessary corporate authority to do so on behalf of their respective parties.
  1. Additionally, the Vendor represents and warrants that:

(i) it holds all rights to any materials or services provided to the Client. The creative assets developed by the Vendor would be utilized in campaigns managed by the Vendor. Should the Client wish to use these assets on their website, social media, print media, or other forms of outdoor promotion, the Vendor reserves the right to charge additional fees.

(ii) the performance of the Services will not infringe on any copyright, trademark, patent, or violate any rights of privacy or publicity of any individual, and

(iii) the Services and any Additional Services will be performed in a timely and commercially reasonable manner, upholding a level of professionalism consistent with industry standards.

2. Scope of Service

KDHK shall provide the Client with an itemized scope of services as outlined in the Online Order and/or Contract. Subject to the terms and conditions of this Agreement, KDHK shall carry out and complete the Services to the reasonable satisfaction of the Client. This includes, but is not limited to, strategy development, workflow management, and reporting on the status of the agreed-upon channels.

3. Dates and Reviews

3.1   This Agreement shall commence on the Online Order date and/or Contract and shall remain in effect for a period of three (3), six (6), or twelve (12) months, depending on the selected package and service period. Either party may terminate this Agreement by providing written notice to the other party at least thirty (30) days prior to the expiration of the current term, indicating that they do not wish to renew.

3.2 All Online Orders and/or Contracts are accepted subject to the terms of this Agreement. KDHK reserves the right to amend, vary, replace, or cancel any of these Terms and Conditions without prior notice to the Client. The Client is deemed to have knowledge of and is bound by such amendments, variations, replacements, or cancellations.

3.3 Unless otherwise specified, this Agreement shall automatically renew for additional contract periods of three (3), six (6), or twelve (12) months. The Client must provide written notice at least thirty (30) days prior to the renewal date if they wish to terminate the Agreement.

3.4 Both KDHK and the Client acknowledge and agree that this Contract shall be duly executed by their respective authorized representatives and stamped with their official company seals. Alternatively, this Online Order may be processed through the KYOCERA e-shop and recorded electronically (e.g., via email) in accordance with the Electronic Transactions Ordinance, Cap. 553 of the Laws of Hong Kong.

4. Termination

Either party may terminate this Agreement at any time by providing written notice to the other party under the following conditions:

4.1 In the event that the Client or Client provided products or services violate any applicable laws or regulations in Hong Kong, KYOCERA reserves the right to immediately terminate the advertising services and the contract without prior notice to the Client if KYOCERA has reason to believe, for example warnings from government or third parties, that the products or services have so violated the laws or regulations. Any fees paid by the Client shall be considered non-refundable.

4.2 Material Breach: The other party breaches a material provision of this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice of such breach.

4.3 Bankruptcy or Insolvency: The other party is adjudicated bankrupt or insolvent, makes a general assignment for the benefit of creditors, has a trustee or receiver appointed for its assets, any petition is filed by or on behalf of such party under any bankruptcy or similar law or the other party has bankruptcy or winding up petition filed against it, him/her.

5. Charges and Payment

5.1 This Agreement stipulates that the Client shall use a credit card to subscribe to the service of the “Marketing Outsourcing Services” as defined herein. Billing for services will commence on the date KDHK provides Marketing Outsourcing Services. KDHK will automatically charge the Client’s credit card according to the package selected. KDHK reserves the right to amend the list of packages and corresponding prices with prior notice.

5.2 Payment for Subscription Services may be made using a major credit card issued in Hong Kong, with a billing address also located in Hong Kong. Currently, we accept Visa, MasterCard, and UnionPay.

5.3 The Client hereby represents and warrants that they are either the legitimate cardholder or an authorized user of the credit card utilized for the payment of the Subscription Services. A confirmation receipt will be sent to the registered email address upon successful completion of the online payment. The Client may opt for an installment plan if they select contract periods of six (6) or twelve (12) months. Currently, we accept Visa and MasterCard from HSBC and Standard Chartered.

5.4 In the event of delayed payment or rejected payments or transactions by the credit card companies, KDHK reserves the right to suspend the Services and pause any advertising campaigns until all payments are settled, along with any applicable reconnection charges.

5.5 To ensure uninterrupted service and timely billing from KDHK, it is the Client’s responsibility to:

(a) Notify KDHK promptly of any changes to your email address, service address, or billing address;
(b) Regularly check your junk email folder to confirm whether your email bill has been delivered there instead of your inbox;
(c) Contact KDHK if you do not receive your email bill or paper bill upon written request;
(d) Ensure that the authorized credit card is valid and able to successfully process the service fee;
(e) Inform KDHK if you lose your credit card, need to renew an expired credit card, or wish to change to a new authorized credit card for payment of the service fee.

5.6 The Client agrees to defend, indemnify, and hold harmless KDHK, its affiliates, and their respective officers, directors, employees, and agents from any and all third-party claims, demands, liabilities, costs, or expenses, including reasonable attorneys’ fees (“Liabilities”), arising from the Client’s breach of any obligation, representation, or warranty under this Agreement, as well as from the content of any advertising materials provided by the Client to KDHK in accordance with this Agreement.

5.7 No party shall be liable for any lost revenue, lost profits, or other consequential, incidental, special, punitive, or indirect damages, even if advised of the possibility of such damages, except for obligations under the indemnity provisions herein or in cases of gross negligence or willful misconduct.

5.8 KDHK shall not be liable for any cancellation or delay in the performance of this Agreement resulting from circumstances beyond its reasonable control, including, but not limited to, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; labor disputes or strikes; riots; power failures; computer failures; and other similar events.

5.9 If the service is paused during the campaign period, the Client remains liable to pay the full amount specified in this Online Order and/or Contract to KDHK. Postponement or rescheduling of the campaign’s launch date will be permitted once within thirty (30) days from the date of written confirmation, contingent upon mutual consent from both parties. The Online Order and/or Contract must be executed within thirty (30) days from the original confirmation date; otherwise, the payment will be forfeited. Any postponed Online Order and/or Contract will be billed at the revised rate, if applicable.

5.10 Except for payment obligations, neither KDHK nor the Client shall be liable for delays or defaults in the performance of their respective obligations under these terms if such delays or defaults are caused by conditions beyond their reasonable control. This includes, but is not limited to, fire, flood, accidents, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (hereinafter referred to as “Force Majeure Events”). If a Force Majeure Event persists for 7 business days, either KDHK or the Client may cancel the remainder of the Online Order and/or Contract without penalty.

6. Ownership and Responsibility

6. 1 The Client warrants and represents that they own all necessary rights, including, but not limited to, the intellectual property rights of the Brand, required to authorize KDHK to publish the advertisement and/or the advertising campaign. In the event of any disputes regarding rights or ownership with third parties, the Client assumes full responsibility for resolving such issues.

6.2 The Client hereby assigns to KDHK all rights of use, including intellectual property rights, trademark rights, and any other rights necessary for the execution of this Online Order and/or Contract. This includes, but is not limited to, the rights to reproduction, distribution, transmission, broadcasting, public viewing, and extraction and retrieval from databases, as required for the preparation and publication of advertising across selected channels and media, with adequate time and content necessary for the completion of the Online Order and/or Contract.

6.3 The Client shall assume sole responsibility for the content and warrants the accuracy, and legality of any texts, photographs, and other advertising materials provided for and used in the advertisement. In the event of any infringement of third-party rights, the Client agrees to indemnify KDHK immediately against any associated claims from third parties. Additionally, KDHK shall be exempt from any liability and from all related legal costs.

6.4 KDHK reserves the right to revise or remove any advertisement or to refuse publication of certain content if such advertisement violates advertising policies or other Terms and Conditions.

6.5 In no event shall KDHK or its affiliates be liable to the Client, its affiliates, successors, assigns, vendees, or transferees, or to any third party, for any economic loss, lost profits, or business opportunities, even if KDHK has been advised of the possibility of such damages. This limitation applies to any claims arising out of, resulting from, or relating in any way to this Online Order and/or Contract or to any acts or omissions of KDHK in connection therewith.

6.6 The Client shall indemnify and hold KDHK harmless from all losses, damages, costs, and other expenses incurred as a result of any legal actions or threatened legal actions arising directly or indirectly from the publication made in accordance with the instructions provided by the Client.

6.7 KDHK shall not be liable for any loss, costs, or expenses incurred due to non-publication, including but not limited to non-publication resulting from strikes, lock-outs, mechanical or production difficulties, or any other causes beyond the control of KDHK. Additionally, KDHK shall not be responsible for any errors in the Online Order and/or Contract or for any omissions related to the insertion of the advertisement.

6.8 Each party agrees to keep all information acquired from the other party, or discovered as a result of performing an Online Order and/or Contract, confidential. This includes the negotiations and existence of any Online Order and/or Contract, as well as details regarding any advertisement, advertising materials, and these Terms and Conditions. Specifically, the Online Order and/or Contract provided to the Client is confidential, and the Client shall not disclose it to any third party. This obligation does not apply to information that is already publicly known, becomes publicly known other than through a breach of these Terms and Conditions, or must be disclosed by either party as required by statute, regulation, or an order from a competent authority.

6.9 This obligation of confidentiality shall remain in effect beyond the completion, cessation, or termination of any Online Order and/or Contract.

7. Customer Service and Technical Support

7.1 At KDHK, we are committed to providing you with exceptional Services and Technical Support during business hours.

In the event that a Tropical Cyclone Warning Signal No. 8 or higher, or a Black Rainstorm Warning Signal, is issued during business hours, the office will remain closed for the entire day unless the warning signal is lifted by 2:00 p.m.

We appreciate your understanding that response times may be extended during non-business hours. At KDHK, we are dedicated to being responsive and accommodating, and we will always make every effort to assist our valued customers as needed.

Business Hours: Monday – Friday 9:00 a.m. to 5:30 p.m.

Non-Business Hours: outside of Monday – Friday 9:00 a.m. to 5:30 p.m., Saturdays, Sundays, and Public Holidays

7.2 If the Client requires additional services beyond the scope outlined in this Online Order and/or Contract, KDHK will provide a separate quotation tailored to address the specific requirements. The Client acknowledges and consents to any additional charges incurred. KDHK reserves the right to make the final determination regarding the interpretation of such additional requests.

8. Communication

The general communication supports include:

  • The ability to submit support requests via email and telephone.
  • Email requests should be directed to the address designated by KDHK.
  • Telephone support is available during Service Hours.

The following contacts will be utilized for communications related to services within the scope of this Service Agreement:

The following contacts will be generally used for communications related to the service in the scope of this SA:

Customer Contact for the Service Hotline: (852) 2429 7421

Email: enquiry@dhk.kyocera.com

9. Governing Law

This Agreement shall be interpreted and governed in all respects by the laws of Hong Kong, without regard to its conflict of laws principles. The Parties agree to submit any disputes to the exclusive jurisdiction of the courts of Hong Kong.

10. Final Interpretation Clause

In the event of any disputes, KDHK reserves the right to make the final interpretation of this Agreement.