Terms Of Sales

These terms apply to all sales of Zenlinx products and services, unless we agree otherwise in writing.

Please read them carefully before placing your order.

Definitions and Interpretation

In these terms, the following words have the following meanings:

"Contract" means any contract for us to supply you with our Products or Services, incorporating these terms;

"Products" means any product we have agreed to supply to you;

"Services" means any service we have agreed to supply to you;

"Zenlinx", "we", "us", "our" means your local Zenlinx company, supplying our Products or Services to you;

"You", "your" means the person purchasing our Products and/or Services.

A reference to a gender includes every gender, and a reference to the singular includes the plural and vice versa as the context requires. Headings are for ease of reference only and the words "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

Basis of Contract

Entire Agreement

The Contract sets out the entire agreement between the parties relating to its subject matter and unless otherwise agreed in writing by the parties (whose agreement must refer to this clause), shall override any prior correspondence or representations and all other terms and conditions. The parties acknowledge that this Contract has not been entered into wholly or partly in reliance on, nor has either party been given any warranty, statement, promise or representation by the other or on their behalf other than as expressly set out in this Contract. Nothing in this Contract will exclude liability for any misrepresentation that was made fraudulently.


Changes

From time to time, we may change our Product or Service offerings, prices and/or these terms and in such event, we will post changes to these terms on our website at www.zenlinx.com and these shall be deemed to have been accepted by you and will be effective 30 days from the date of posting for all subsequent orders.


Offer & Acceptance

Your order for our Products or Services shall be deemed to be an offer by you to purchase our Products or Services subject to these terms. Your order shall only be deemed to be accepted by us when we issue a written acknowledgement of your order or (if earlier) when we deliver our Products or Services to you.


Description

The description of our Products or Services is set out in the brochure available on our website at www.zenlinx.com. Any other descriptions issued by us (including those contained in our brochures) are provided for the sole purpose of giving you an approximate idea of our Products or Services and do not form part of the Contract.


Delivery Date

Delivery of our Products and Services will be made within a reasonable time.


Reasonable Assistance

You shall provide all reasonable assistance to us as is necessary for our delivery of our Products or Services to you. We shall have no liability to you where any failure or delay in the delivery of our Products or Services is the result of your act, omission or delay in providing such assistance.

Price and Payment

Price

Our price for our Products and Services is set out on our website at www.zenlinx.com. Unless otherwise stated, our price is exclusive of any expenses or value added, sales taxes or other taxes which will be charged (and payable by you) at the applicable rate at the time of invoice.


Payment

Unless we otherwise agree in writing, payment for our Products and/or Services is due without deduction before we provide you with our Products or Services. You will not be able to receive a refund of your payment if you have utilised our Products or Services, e.g. if you have started an assessment.

Quality

Warranty

We take pride in the quality of our Products and Services. If you establish to our reasonable satisfaction that there is a defect in the materials or workmanship of our Products or that our Services have not been performed with reasonable care and skill, then we shall at our sole discretion and within a reasonable time:

repair or make good such defect in such Products free of charge to you;
replace such Products or re-perform such Services; or
issue a credit note to you for the whole or part of the price of such Products or Services as appropriate ("Warranty"). Our liability under this Warranty shall in no event exceed the purchase price of such Products or Services and performance of any one of the above options shall constitute an entire discharge of our liability under this Warranty.

Conditions

Our Warranty does not apply unless you notify us promptly in writing of the alleged defect. Our Warranty also does not apply:

in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, misuse or alteration of our Products without our approval; or
if the total price for our Products or Services has not been paid by the due date for payment;
if you make any further use of our Products after giving notice in accordance with this clause.

Other warranties

The express warranties set out in the Contract are the only warranties given by us in lieu of all other warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise, all of which are excluded, to the fullest extent permitted by law, from the Contract. Also specifically excluded from and disclaimed by the Contract is any warranty concerning, and any remedy whatsoever arising from, any claim or allegation of disparate impact or disparate treatment of or by our Products or Services, upon any group falling within any protected classification as identified by any equal employment opportunity law.

LIABILITY

UNLIMITED LIABILITY

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD.


CONSEQUENTIAL LOSS

NEITHER PARTY SHALL BE LIABLE FOR ANY OF THE FOLLOWING LOSSES OR DAMAGE (WHETHER OR NOT SUCH LOSSES OR DAMAGE WERE FORESEEN, DIRECT, INDIRECT FORESEEABLE, KNOWN OR OTHERWISE): (I) ECONOMIC LOSS, (II) LOSS OF PROFITS (WHETHER ACTUAL OR ANTICIPATED), (III) LOSS OF REVENUE, (IV) LOSS OF ANTICIPATED SAVINGS, (V) LOSS OF BUSINESS, (VI) LOSS OF OPPORTUNITY (VII) LOSS OF GOODWILL OR FOR ANY OTHER INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED OR ANY LOSSES ARISING AS A RESULT OF ANY THIRD PARTY BRINGING A CLAIM IN RESPECT OF ANY NATURE WHATSOEVER. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY. IN SUCH CASES, THE PARTY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.


MAXIMUM LIABILITY

SUBJECT TO THESE TERMS (INCLUDING ITS SCHEDULE), OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT (WHETHER FOR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF STATUTORY DUTY OR OTHERWISE) SHALL IN NO EVENT EXCEED 100% OF THE PRICE PAID BY YOU PURSUANT TO THIS CONTRACT.


GUIDE

YOU ACKNOWLEDGE THAT OUR PRODUCTS OR SERVICES ARE INTENDED TO PROVIDE A GUIDE ONLY TO YOU ON YOUR SUITABILITY FOR A WORK POSITION OR ON YOUR APTITUDES. ACCORDINGLY, YOU SHALL BE SOLELY RESPONSIBLE FOR ALL DECISIONS TAKEN OR NOT TAKEN IN RESPECT OF SUCH INFORMATION PROVIDED TO YOU. WHERE WE HAVE PREPARED REPORTS FOR YOU, THESE REPORTS REPRESENT OPINIONS BASED ON TEST RESULTS AND MUST NOT BE RELIED UPON AS STATEMENTS OF FACT.

Termination

Events

Either party may terminate the Contract by written notice with immediate effect if the other materially breaches the Contract and fails to remedy such breach, where it is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been required in writing to remedy or desist from such breach within 30 days. 6.2 Consequences Upon termination of the Contract for any reasons whatsoever:

the relationship between the parties shall cease;
such termination shall be without prejudice to any rights or remedies of either party against the other which may have accrued up to the date of termination.

If you terminate the Contract in the absence of any default by us, you shall pay us a reasonable allocation of our fees based on the percentage of work completed by us up to the date of termination.

Intellectual Property and Data Protection

IP ownership

Any pre-existing Intellectual Property rights in our Services, our Products or our online database will remain with the owning Zenlinx company. Any Intellectual Property created by Zenlinx in the course of the performance of our Services or the Contract or otherwise shall remain our sole property. You shall at all times remain the owner of any property (including Intellectual Property) which you provide to us. For the purposes of this Contract, "Intellectual Property" means any patent, copyright, design right, registered design, trade mark, service mark, trade name, domain name, know-how, database right, utility model, unregistered design or other industrial or intellectual property rights subsisting throughout the world, whether or not registered and all applications, renewals and extensions of the same.


Intellectual Property Warranties

Zenlinx warrants and represents to you, that Zenlinx, or members of its group either own or have obtained the right to use, all Intellectual Property in all databases, designs, text, graphics, the selection and arrangement thereof used by Zenlinx in the course of providing our Products or Services to you (collectively "Zenlinx's Materials").
Subject to clause 5.3, Zenlinx will defend and indemnify you from and against any claim that any Zenlinx Material infringes any third party Intellectual Property rights, provided that:
  1. You will notify Zenlinx in writing (including e-mail or fax) immediately upon receiving notice of a claim, or upon reasonable suspicion of a claim being brought for infringement of any third party's Intellectual Property; and
  2. You will co-operate with Zenlinx's reasonable requests for the provision of information or other assistance relevant to the claim; and
  3. At our election, you will allow Zenlinx to either obtain for you the right to continue using the Zenlinx Materials, replace it, modify it so it becomes non-infringing, or refund to you the amount(s) paid to Zenlinx for such materials; and
  4. You will at our request, allow Zenlinx to conduct such defence or settlement; and
  5. You will not settle or make any offer to settle the case nor make any admission of guilt or fault without first obtaining Zenlinx's prior written approval.
You warrant that you will not, by yourself or with any third party, do or omit to do any act that might in any way:
  1. devalue or otherwise detrimentally affect the Intellectual Property rights in Zenlinx Materials;
  2. adversely affect the reputation of any Zenlinx company;
  3. cause confusion, deception or false associations with products or services that are not Zenlinx Materials (including recruitment or other services) whether by preparing reports that are identical with, or confusingly similar to, any reports prepared by Zenlinx, or otherwise.

Injunctive Relief

You agree that in the event you violate any of the provisions of this clause 7, Zenlinx shall be entitled to seek immediate injunctive relief against you.


Use

Our Products and/or Services are provided for your sole benefit. Upon your purchase of our Products and/or Services, we grant you a non-transferable, non-exclusive licence to use our Products and/or Services and subject always to these terms. You agree that you will not copy, reproduce, modify or adapt, translate, disassemble or reverse engineer any of our Products or the materials relating to our Services unless we agree in writing otherwise.


Data Protection

We shall comply with all applicable laws and regulations in relation to the collection, processing and storage of personal data relating to assessed individuals. We have technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by us, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to personal data and the nature of the personal data and you acknowledge that we will undertake our services both within and outside Asia Pacific. This includes processing your information in countries in which data protection laws are not as comprehensive as in Hong Kong. In these cases, we have taken appropriate steps to ensure the same level of protection for your information in such countries as there is in Hong Kong. If you ask, we will tell you what information we hold for you and provide it to you in accordance with applicable law. There may be a charge for this, as permitted by law. If you believe that any information that we hold for you is incorrect or incomplete, you should write without delay to us and we will promptly correct any such information.

General

Relationship

Nothing in the Contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.


Force Majeure

Neither party shall have any liability to the other if the affected party does not fulfill its obligations to the other due to an event outside the affected party's reasonable control.


Confidentiality

The Contract, its content, the matters to which it relates and information exchanged pursuant to it are confidential between the parties. Notwithstanding the foregoing, an obligation of confidentiality will not exist in relation to any information which:

is already in the public domain through no act or omission of the receiving party;
is independently developed by the receiving party, which independent development can be evidenced in writing; or
is required to be disclosed pursuant to a legal obligation.

Severability/Waiver

If any provision of the Contract is held to be invalid under any enactment or rule of law, that invalidity will not affect the rest of the Contract which will remain valid and enforceable. Any waiver of any breach of the Contract shall be in writing, and shall not prevent the subsequent enforcement of that provision nor be deemed to be a waiver of any subsequent breach of that or any other provision.


Assignment

Neither party shall assign or otherwise transfer its rights or responsibilities under the Contract to any other party without the other party's prior written consent. We may, however, sub-contract our duties to our group companies, approved distributors, partners, associates or other qualified subcontractors but we will remain at all times responsible to you for their performance. A third party shall not have the right to enforce any term of the Contract without our prior written agreement which agreement must refer to this clause.


Law/Jurisdiction

The Contract and any dispute arising out of it (whether contractual or non-contractual) shall be governed by Hong Kong law and the parties irrevocably submit to the exclusive jurisdiction of the Hong Kong courts.


Schedule A

Additional Terms applicable to sales of Zenlinx online Products and Services


A1 Maintenance

We will conduct routine maintenance on our online systems, and they may be inaccessible during such maintenance. We will try to restore access as soon as practicable.


A2 ABSENCE OF COOLING-OFF PERIOD

IN ACCORDANCE WITH THE ELECTRONIC TRANSACTIONS ORDINANCE (CAP. 553) ("ETO")), YOU ACKNOWLEDGE THAT YOU WILL BE SUPPLIED WITH OUR PRODUCTS AND/OR SERVICES WITH IMMEDIATE EFFECT AFTER YOUR PAYMENT HAS BEEN MADE. AS SUCH, YOU HEREBY AGREE THAT YOUR CANCELLATION RIGHTS WILL END WHEN PERFORMANCE OF THE CONTRACT STARTS AND ACCESS TO OUR PRODUCTS AND/OR SERVICES IS GIVEN TO YOU.


A3 Liability

You acknowledge that performance and access to our online system are dependent on third parties, such as internet service providers, and the level of use of our online system by yourself and other clients of Zenlinx. Accordingly, you agree that your use of our system is on an "as is" and "when available" basis and that Zenlinx shall have no liability to you to the extent any loss you may suffer results directly or indirectly from:

Failures of performance on the part of Zenlinx's internet service provider; or
Excess levels of use of our online system by our other clients; or
Reasons related to the provision of system upgrades or maintenance; or
Any security breach of our system unless such breach is shown to be the result of our negligence.