TERMS & CONDITIONS

Effective Date: 11/11/2025
For: Webpush Digital Ltd
Address: Unit 2A, 17/F, Glenealy Tower, No.1 Glenealy, Central, Hong Kong S.A.R

1. Definitions

In this Agreement, the following defined terms apply:

  • “Company”, “we”, “us”, “our” means Webpush Digital Ltd.
  • “Customer”, “you”, “your” means the person or entity who subscribes to, or uses, the Services.
  • “Services” means the managed chatbot and AI‑integration services provided by us on a subscription basis (monthly or yearly).
  • “Subscription Term” means the period for which you subscribe to the Services (initial term and any renewal periods).
  • “Customer Data” means all data, content, text, images, files, or other materials uploaded or provided by you through the Services.
  • “Agreement” means this Terms & Conditions document, and any service order or subscription agreement entered into by you.
  • “Confidential Information” means non‑public information disclosed by one party to the other under this Agreement, including, but not limited to, trade secrets, business plans, or technical information.

2. Subscription & Payments

2.1 You agree to pay the subscription fees specified for your chosen plan (monthly or annual) in advance, as per our published pricing or as set out in a service order.
2.2 Unless otherwise specified, all subscription fees are non‑refundable.
2.3 The Subscription Term will automatically renew at the end of the then‑current term unless you give us written notice (or via our cancellation process) at least [30] days before the end of the current term.
2.4 We may change our pricing or subscription terms at any time upon [30] days’ written notice to you; your continued use of the Services after such notice constitutes your acceptance of the changes.
2.5 If you fail to pay any amounts when due, we reserve the right to suspend or terminate your access to the Services until payment is made, without liability to you.

3. Scope of Services & Deliverables

3.1 We will provide the Services as described on our website and in any service order: including setup, configuration, integration of chatbots/AI, support and maintenance.
3.2 We will use commercially reasonable efforts to perform the Services in a professional manner consistent with industry standards.
3.3 We do not guarantee that the Services will operate error‑free or uninterrupted; our obligations are subject to limitations set out in this Agreement (including termination rights, liability caps, etc.).
3.4 You acknowledge that the Services may rely on third‑party systems, data, or connectivity outside our control; we are not liable for failures of those third parties.

4. Your Obligations (Customer)

4.1 You will provide all information, access, credentials, cooperation, and resources reasonably required by us to perform the Services.
4.2 You will ensure that your use of the Services (including your Customer Data) is lawful, does not infringe third‑party rights, and complies with all applicable laws, including data protection laws.
4.3 You are solely responsible for the accuracy, completeness, and legality of your Customer Data.
4.4 You will ensure that only authorised users access the Services via your account, and you will maintain the confidentiality of login credentials.
4.5 You will not (and will not allow third parties to):
 (a) reverse‑engineer, decompile or disassemble the Services;
 (b) use the Services for illegal or harmful purposes;
 (c) resell, lease, assign or sublicense the Services;
 (d) attempt to gain unauthorised access to our systems or resources.

5. Intellectual Property Rights

5.1 The Company retains all right, title and interest in and to the Services, software, technology, documentation and related intellectual property. No rights are granted to you except the limited licence to use the Services during the Subscription Term.
5.2 You retain ownership of your Customer Data. Subject to your rights, you grant us a non‑exclusive, worldwide, sublicensable, royalty‑free licence to use, reproduce, process, display and otherwise utilise your Customer Data only as necessary to provide and improve the Services.
5.3 You shall not remove or alter any proprietary notices or labels on the Services or documentation.

6. Confidentiality

6.1 Each party shall treat as confidential all Confidential Information of the other party and shall not disclose it to any third party except as required by law or with the other party’s prior written consent.
6.2 These confidentiality obligations will survive termination of this Agreement for a period of [3] years.

7. Data Protection & Compliance

7.1 We will implement reasonable technical and organisational measures to protect the security, confidentiality and integrity of your Customer Data, in accordance with applicable data protection laws.
7.2 You acknowledge that you are responsible for ensuring that your use of the Services (and your Customer Data) complies with applicable data protection laws, including obtaining any necessary consents, providing notices to end users, and handling subject access requests.
7.3 Where we process personal data on your behalf, you and we shall enter into a Data Processing Agreement (DPA) if required by law.
7.4 We may transfer or store data outside your jurisdiction (including Hong Kong, other jurisdictions) provided that appropriate protections under applicable law are maintained.

8. Service Levels & Support

8.1 We will provide support as described in our service order or pricing page (e.g., email support during business hours).
8.2 While we aim to deliver the service professionally, we do not guarantee a specific uptime, response time or remedy unless a separate Service Level Agreement (SLA) is entered into, in writing, signed by both parties.

9. Term, Suspension & Termination

9.1 This Agreement commences on the Effective Date and continues for the initial Subscription Term and any renewal terms unless terminated earlier in accordance with this Agreement.
9.2 You may cancel the subscription at any time in accordance with our cancellation process. Termination will take effect at the end of the then‑current billing period (unless stated otherwise), and no refunds will be given for unused portions unless explicitly stated.
9.3 We may suspend or terminate your access to the Services immediately if you materially breach this Agreement (and fail to cure such breach within [30] days of written notice if curable).
9.4 Upon termination:
 (a) your right to use the Services ends;
 (b) we may delete or deactivate your Customer Data after a reasonable period (we will notify you in advance);
 (c) any accrued rights or obligations (e.g., payment of owed fees) shall survive.

10. Refunds & Pricing Adjustments

10.1 All fees are paid in advance and non‑refundable unless we explicitly decide otherwise in writing.
10.2 We may increase subscription fees for renewals by giving you [30] days’ written notice.
10.3 If you do so and you do not accept the new fees, you may cancel before the renewal date.

11. Warranties, Disclaimers & Liability

11.1 We warrant that we will perform the Services in a professional and workmanlike manner.
11.2 EXCEPT AS STATED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.
11.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER TO US IN THE 12 MONTHS PRIOR TO THE CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION).
11.4 Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by our negligence, or for fraud or wilful misconduct.

12. Indemnification

12.1 You (“Indemnifying Party”) shall indemnify, defend and hold harmless the Company and its officers, directors, employees, agents and affiliates (“Indemnified Parties”) from and against all losses, damages, liabilities, costs and expenses (including legal fees) arising from:
 (a) your breach of this Agreement;
 (b) your negligent or wilful misconduct;
 (c) your improper or illegal use of the Services;
 (d) any claim that your Customer Data or use of the Services infringes or misappropriates third‑party intellectual property rights.
12.2 We will promptly notify you if we become aware of any claim subject to indemnification and you will cooperate reasonably in the defence of any such claim.

13. Changes to the Services & Terms

13.1 We reserve the right to modify, suspend or discontinue (temporarily or permanently) all or part of the Services at any time, with or without notice.
13.2 We may update this Agreement from time to time. We will provide notice of material changes (e.g., via email or through our website) at least [30] days before such changes come into effect. Your continued use of the Services after such notice constitutes acceptance of the new terms.
13.3 If you do not accept the changes, you may cancel your subscription before the next renewal.

14. Governing Law & Dispute Resolution

14.1 This Agreement is governed by the laws of Hong Kong S.A.R., without regard to its conflict of law provisions.
14.2 Except as otherwise agreed in writing, any dispute arising under or in connection with this Agreement shall be resolved through the courts of Hong Kong S.A.R.
14.3 If you are a consumer (not a business) and local law provides mandatory protections, then nothing in this Agreement shall limit those protections.

15. Miscellaneous

15.1 Assignment: You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign or transfer this Agreement in our sole discretion.
15.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
15.3 Waiver: No failure or delay by either party to enforce any right will constitute a waiver of that right.
15.4 Entire Agreement: This Agreement (along with any service order) constitutes the entire agreement between you and us regarding the subject matter herein and supersedes all prior proposals, negotiations, or communications, whether oral or written.
15.5 Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the parties.
15.6 Notices: All notices under this Agreement shall be in writing and sent to the other party’s address as set out in this Agreement (or as updated by written notice).