TERMS
1. ORDERS:
All orders are subject to approval.
After approval of an order, an invoice will be issued for the service with the payment terms specified on the invoice. Normally, the invoice will be sent by e-mail to your address of record. Banking information for payment will be specified on the invoice. A finance invoice will be issued on acceptance of the order.
2. PAYMENT:
Payment must be received as specified on the order or contract.
3. RENEWAL:
All services are automatically renewed at the end of each period. If you order services for 1 year, it will be automatically renewed unless specifically cancelled with a minimum of 30 days notice prior to expiration of service.
Renewal invoices will be sent one month before the renewal date of the service. Payment must be received no later than 10 days prior to renewal date to avoid interuption of services.
4. NON-PAYMENT/LATE PAYMENT:
4A. If payment is late, or there is no payment for a service, service will be interupted until the condition is resolved.
Services which are interupted because of non-payment or late payment will be subject to a late charge.
4B. Late charges will apply to accounts which have not been paid by the due date. A finance charge will be applied on overdue invoices on the last day of each month. In the case of invoices which remain unpaid for multiple months, finance charges will be applied to finance charges. The finance charge rate may be changed, without notice, at any time. To avoid finance charges, ensure that all accounts are paid on time.
4C. Finance charges are 2%/month.
[30June2008]
From 1 July 2008, Finance charges are 4%/month.
[30June2008]
4D. Late charges will be applied the day after due date. Late charges will be calculated as 1% of the due amount. Minimum Late Charge will be US$50. Late charges will also be applied on 1st day of each month for overdue accounts.
5. CANCELLATION:
5A. HOSTING SERVICES:
Services may be cancelled at any time with a minimum of 30 days notice of cancellation and such notice must be prior to the beginning of a billable period. Unused prepaid fees will be refunded subject to a 10% cancellation fee.
[30June2008]
Services with less than 65 days remaining before renewal can only be terminated at exdisting contract completion [renewal date].
Cancellation example: Service cancellation is always at the end of a billable period [usually a month, but according to your service contract]. A request for termination of a service must be received a minimum of 30 days before cancellation and before the beginning of the period. A cancellation at end of August must be received on or before 31 July. A cancellation at end of February must be received on or before 30 January. You cannot request a cancellation of service at end of August on the 1st of August as the period has already commenced. In this case, the earliest possible cancellation would be 30 September.
NEW SERVICE - INITIAL PERIOD ADJUSTMENT:
New services will be prorated for the initial month. All services will expire on the last day of a month. If you order a new annual service on the 10th of the month, you will be invoiced for 20 days of the current month 12 months. Your service would expire in 12 months and 20 days in this case.
All services are for a minimum period of 12 months, or a multiple of 12 months [with pro-rata additional days for the first month].
5B. DEVELOPMENT SERVICES:
[12July2007]
In the event of cancellation a contract for development services, for whatever reason, there will be a forfeiture of any deposits. Further, in the event that there is work completed, which is unbilled at time of cancellation, then such work must be paid before the cancellation can become effective. Such completed work will be billed at a 10% surcharge over the quoted prices.
5C. MAINTENANCE SERVICES:
[12July2007]
In the event of cancellation a contract for mainrtenance services, for whatever reason, there will be a forfeiture of any deposits. Further, in the event that there is work completed, which is unbilled at time of cancellation, then such work must be paid before the cancellation can become effective. Such completed work will be billed at the quoted prices.
6. CONFIDENTIALITY and SECURITY:
[12July2007]
An implied Confidentiality and Security agreement exists between provider and customer. Both parties to the agreement of service undertake to hold all information between the parties as confidential and to ensure security of such information and material.
6A. Breach:
In the event of a breach of confidentiality by either party, the persons involved in the breach will be held liable for consequential losses. In the event that the breach of confidentiality involves competitors of either party, then a penalty equal to the value of the contract, but not less than US$10,000, will apply,with an additional punitive damage of not less than three times the contract value, but not less than US$30,000. Such employee of either party will be personally liable for the damage amount, but in any event, such damage will be first payable by the party involved in the breach. A breach of confidentiality is not grounds for termination of the contract, and multiple breaches over the life of the contract would result in multiple damage payments. Material evidence of breach must be provided and proven by either party. The proof may be in any tangible form.
[18August2007]
6B. Theft and DMCA:
In the event of a theft or violation of DMCA [the act], the persons and companies involved in the act will be held liable under the laws of the USA. A penalty will be assessed equal to 10 times the value of the contract [if any], but not less than US$150,000, with an additional punitive damage of not less than three times the penalty amount, but not less than US$450,000. In the event that the act involves an ISP or Information Technology Company, then a penalty will be assessed equal to 10 times the value of the contract [if any], but not less than US$500,000, with an additional punitive damage of not less than three times the penalty amount, but not less than US$1,500,000.
[30June2008]
6B. Theft and DMCA [Amended, replaces prior article 6B]:
In the event of a theft or violation of DMCA [the act], the persons and companies involved in the act will be held liable under the laws of the USA.
Additionally, if an action becomes subject to the DMCA, such actions will be brought by appropriate prosecutors which may or may not include Van Loc Infotech.
Additionally, Van Loc Infotech may act separately to assess recovery via a penalty which will be assessed equal to 10 times the value of the contract [if any], but not less than US$150,000, with an additional punitive damage of not less than three times the penalty amount, but not less than US$450,000.In the event that the act involves an ISP or Information Technology Company, then a penalty will be assessed equal to 10 times the value of the contract [if any], but not less than US$500,000, with an additional punitive damage of not less than three times the penalty amount, but not less than US$1,500,000. Whereas the DMCA contains codified conditions guiding implementation of the law, actions for recovery by Van Loc Infotech will be deemed to be contractual conditions and pursued based on contract violations.
In the event that the violations are conducted via a third party, for the benefit of the third party and causing of damage to Van Loc Infotech, there will be an implied contract between the parties as a result of theft, and the second party involved [direct contract with Van Loc Infotech] will also be held liable under various contract terms herein and either concurrent or separate actions instituted against second and third parties.
In the event that violations are conducted alone by a third party, for the benefit of the third party, there will be an implied contract in that the theft of property has occured from Van Loc Infotech owned or operated sites and the action of accessing those sites constitutes a contract and is covered by the terms and conditions described herein.
7. CONTRACTS:
In the absence of a specific written contract, payment of services becomes a contract between the parties and the terms specified on the invoice are the terms of the contract. Additionally, the invoice will refer to this web site for additional clarification of the terms and conditions of service and these are automatically part of the contracted service.
When a written contract exists, it may reference this web site for clarification of terms and conditions. Where the contract is silent on a specific issue, then the terms as referenced in this web site will be considered as a part of the contract terms and conditions.
When a contractual relationship commences between the parties, both parties become bound to a non-compete status for their respective employees. During the contract period , and for a period of 6 months after contract completion, neither party is permitted to offer employment to, or accept applications from, or directly or indirectly employee, or contract, or in any other way utilize the services of, employees of the other party. If such an event occurs, the other party to the contract must be notified immediately. In the event of employment in violation of this contract, the offending party agrees to instantly terminate, if requested, any person subject to the violation and pay compensation equal to ten times the annual value of the contract or ten times the annual salary of the employee, whichever is greater.
8. LEGAL:
[7July2007]
8A. The default law, jurisdiction and venue for contracts is HCMC, Vietnam. Where a contract specifies an alternate jurisdiction or venue, in all cases, the contract will be governed by the laws of Vietnam and the alternate jurisdiction or venue must be guided by and follow these laws.
[30June2008]
8B. In the event that legal action is commenced for violation of terms and conditions, all legal fees associated with the action are to be paid by the party violating the terms and conditions. Prior to commencement of any legal action, the violating party will be informed explicitly of this condition and given the opportunity to cure the violation. In the event that such effort fails, then the violating party has agreed to payment of all legal costs of the action. Legal costs are in additional to any other monetary claims of the action.
9. CHANGES IN TERMS AND CONDITIONS:
In the event that terms and conditions change, prices change, or other policy changes occur, such changes will apply when the existing service is renewed. All existing customers are price protected from any price increases which may occur. Equally, if there is a price reduction of a service, then any existing service would receive a credit for the un-expired balance of contract service. This credit would be applied on the next billing cycle.