Terms of Service

1. Acceptance of These Terms

These Terms of Service form a binding agreement between you and WILLSON GROUP LIMITED, a company registered in Hong Kong with its address at Rm A2 19 MAX SHARE CTR, 367-373 KINGS RD, North Point, Hong Kong (HK). By browsing this website, submitting an enquiry, accepting a proposal or engaging our services, you confirm that you have read, understood and agreed to be bound by these Terms.

Where you accept these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation, and references to you include that organisation. If you do not have that authority, or if you do not agree with any part of these Terms, you must not use the website or the services.

These Terms apply together with any proposal, statement of work or written agreement signed by both parties. Where a signed document conflicts with these Terms, the signed document prevails for the services it covers, and these Terms govern all other matters.

2. Definitions Used in These Terms

In these Terms, the following words have the meanings given below. The definitions apply throughout the document and to any related schedule or statement of work.

• Company refers to WILLSON GROUP LIMITED, its employees, contractors and authorised representatives.
• Client refers to the person or organisation that engages the Company to provide services.
• Services refers to the computer integrated systems design, engineering, integration, security and support work described in a statement of work.
• Deliverable refers to any report, design, codebase, configuration, document or other output prepared for the Client.
• Statement of Work refers to the written document that describes the specific scope, schedule, fees and acceptance criteria for an engagement.
• Confidential Information refers to non public information disclosed by one party to the other in connection with the services.
• Personal Data refers to information about an identifiable individual, as defined by applicable law.

Headings are included for convenience only and do not affect interpretation. Words in the singular include the plural and the reverse, and references to a statute include any amendment or replacement.

3. Eligibility and Business Use

This website and the services are intended for business and professional use. By using them, you confirm that you are at least eighteen years of age and that you are acting for a lawful business purpose. The Company does not direct its services at consumers, and nothing in these Terms should be read as a consumer guarantee that cannot lawfully be excluded.

You are responsible for ensuring that your use of the website and services complies with the laws that apply to you, including export control, sanctions and anti bribery rules. You must not use the services in a manner that facilitates unlawful activity, and you must tell us promptly if you become aware of any such use.

The Company may decline an engagement, or end one, where continuing would require it to act contrary to law, professional ethics or its own security standards. In that situation we will explain our decision as far as we lawfully can.

4. Scope of the Services

The Company provides computer integrated systems design and related professional services. These include building systems integration, custom software engineering, cloud infrastructure design, data platform engineering, cybersecurity assessment and managed IT support. The precise scope for any engagement is defined in the applicable Statement of Work.

Unless the Statement of Work states otherwise, the services do not include the supply of hardware, the procurement of third party licences, legal or regulatory advice, or the operation of systems outside the agreed support window. Where the Company arranges third party products on the Client behalf, it does so as an intermediary and the relevant vendor terms govern that element.

The Company will perform the services with the reasonable skill and care expected of a professional engineering practice. The Company may use subcontractors and partners to deliver the services, provided that it remains responsible for their work and that they are bound by equivalent confidentiality and security obligations.

5. Proposals, Orders and Statements of Work

A proposal issued by the Company is an invitation to negotiate and remains valid for the period stated in it. No contract is formed until the Client accepts the proposal in writing and the Company confirms acceptance, or until both parties sign a Statement of Work. Verbal instructions are not binding unless the Company confirms them in writing.

The Statement of Work records the scope, deliverables, assumptions, dependencies, schedule, fees and acceptance criteria for the engagement. It also identifies the named contacts on both sides who are authorised to give and receive instructions. Changes to a Statement of Work are handled through the change control process described in these Terms.

Where the Client issues a purchase order, the terms of that purchase order apply only to the extent that they match the Company proposal and are accepted by the Company in writing. Additional or conflicting terms in a purchase order do not form part of the agreement.

6. Client Responsibilities and Cooperation

The Client agrees to provide the information, access, decisions and resources that the Company reasonably needs to perform the services. The Client will nominate a project contact with authority to approve deliverables and to resolve escalations, and will make the necessary personnel available for workshops, reviews and testing.

• Providing accurate and complete information about the existing estate, constraints and requirements.
• Granting timely and lawful access to systems, facilities, documentation and third party vendors.
• Obtaining any consent or authorisation needed for the Company to access client systems.
• Reviewing and responding to deliverables within the agreed review periods.
• Maintaining its own backups and business continuity arrangements unless the Statement of Work says otherwise.

The Company is not responsible for delay or loss caused by incomplete information, late access or a failure to follow advice. Where such a failure affects the schedule or the cost, the Company may adjust the plan and the fees accordingly, after discussing the change with the Client.

7. Fees, Invoicing and Payment

Fees are set out in the Statement of Work and may be fixed, staged or time based, depending on how much is known at the start of the engagement. Unless stated otherwise, fees are exclusive of taxes, travel and third party costs, which are charged separately at cost with reasonable supporting records.

Invoices are issued according to the schedule in the Statement of Work and are payable within thirty days of the invoice date, unless different terms are agreed in writing. Amounts are payable in the currency stated on the invoice, and each party bears its own bank charges. Overdue amounts may attract interest at a reasonable commercial rate, calculated from the due date until payment is received.

Where the Client disputes part of an invoice, it will pay the undisputed portion on time and notify the Company of the dispute promptly with supporting detail. The parties will work together in good faith to resolve the disputed portion without delaying the rest of the engagement.

8. Taxes and Withholding

Each party is responsible for its own taxes arising from the engagement. Where the Client is required by law to withhold tax from a payment to the Company, the Client may do so, provided that it supplies the Company with official evidence of the withholding and reasonable assistance in recovering any credit or refund.

The Company will provide a valid invoice and any tax documentation reasonably required for the engagement. If a change in tax law materially affects the cost of the services, the parties will discuss an equitable adjustment in good faith.

Nothing in this section requires either party to act in a way that would breach applicable tax law, and nothing in these Terms is intended to create a partnership, agency or joint venture for tax purposes.

9. Changes to Scope and Change Control

The parties expect that requirements will evolve as the estate is studied more closely. Changes to scope, schedule, deliverables or fees are handled through a written change request. The Company will describe the effect of the change on cost, effort and timeline, and the Client will confirm whether to proceed before the change takes effect.

Work performed at the Client written request before a change request is finalised will be recorded and charged at the agreed rates. This protects both parties from unrecorded effort and from misunderstandings about what was authorised.

Where a change is urgent and needed to prevent loss or disruption, the Company may act on a written instruction from the nominated client contact and document the change formally as soon as practical afterwards.

10. Deliverables and Acceptance

The Company delivers each deliverable according to the acceptance criteria in the Statement of Work. The Client will review a deliverable within the agreed period, which is ten business days unless stated otherwise, and will either accept it or provide a written list of specific deficiencies that prevent acceptance.

Where deficiencies are reported, the Company will correct them at no additional charge if they fall within the agreed scope, and will resubmit the deliverable for review. Deficiencies that arise from a change in requirements or from client supplied material are handled as a change.

A deliverable is deemed accepted if the Client does not respond within the review period after a written reminder, or if the Client puts the deliverable into operational use. Acceptance does not limit the Company obligation to remedy defects that are reported within the warranty period stated in the Statement of Work.

11. Intellectual Property Rights

Each party retains ownership of the intellectual property it brings to the engagement. The Company retains ownership of its pre existing tools, methods, libraries, templates and know how, including anything developed independently of the engagement.

On full payment of the fees for an engagement, the Company assigns to the Client the intellectual property rights in the bespoke deliverables created specifically for that Client, excluding pre existing components and third party material. The Company retains a licence to reuse general knowledge, techniques and non confidential elements of the work.

Where a deliverable includes Company pre existing components, the Company grants the Client a perpetual, non exclusive, royalty free licence to use those components as part of the deliverable and to maintain it. This licence does not permit the Client to resell the components as a standalone product.

12. Client Materials and Licences

The Client grants the Company a licence to use the data, software, documentation and other materials it supplies, solely for the purpose of performing the services. The Client confirms that it has the rights needed to grant this licence and that the materials do not infringe the rights of any third party.

The Company will handle client materials with the same care it applies to its own confidential information. Where the services require the transfer of production data, the parties will agree the safeguards in advance, including minimisation, masking and deletion after use.

On termination, the Company will return or delete client materials in accordance with the Statement of Work and its legal retention obligations. The Company may keep a copy where required by law or for archival purposes, and will continue to protect it as Confidential Information.

13. Third Party Components and Open Source

The services may include third party software, cloud services and open source components. These are governed by their own licence terms, and the Client is responsible for complying with those terms where the component is used or distributed by the Client.

The Company maintains a record of the open source components it introduces into a deliverable and will identify any component whose licence imposes obligations that may affect the Client. Where a particular licence is unsuitable for the Client intended use, the Company will propose an alternative where one is reasonably available.

The Company does not warrant third party products and does not control their availability, security or pricing. Where a third party changes its terms in a way that affects the services, the parties will discuss the impact and agree a reasonable response.

14. Confidentiality

Each party will keep the Confidential Information of the other confidential and will use it only for the purposes of the engagement. Confidential Information includes technical, commercial, financial and operational information, whether written, spoken or observed, that a reasonable person would understand to be confidential.

Confidential Information may be disclosed to employees, contractors and advisers who need it to perform the services, provided that they are bound by obligations at least as protective as these Terms. The receiving party remains responsible for any breach by those persons.

These obligations do not apply to information that is public without breach, was already lawfully known, is received from a third party without restriction, or is required to be disclosed by law or a competent authority. Where disclosure is compelled, the receiving party will give prompt notice where lawful and will limit the disclosure to what is required.

Confidentiality obligations survive the end of the engagement for a period of five years, and indefinitely for trade secrets and source code.

15. Data Protection and Privacy

Each party will comply with the data protection laws that apply to it. Where the Company processes Personal Data on behalf of the Client, it acts as a service provider or processor and will process the data only on the Client documented instructions and for the purposes of the engagement.

The Company will implement appropriate technical and organisational measures to protect Personal Data, will assist the Client in responding to requests from individuals, and will notify the Client without undue delay if it becomes aware of a personal data breach affecting client data. The Company will not engage a subcontractor to process client Personal Data without prior authorisation and equivalent obligations.

Further detail about the way the Company handles personal data, including the rights available to individuals and the contact for privacy enquiries, is set out in the Privacy Policy published on this website. The Privacy Policy forms part of these Terms by reference.

16. Security and Responsible Disclosure

The Company applies security engineering practices across its work, including least privilege access, encrypted transport, controlled change management and monitoring. The specific security controls for an engagement are described in the Statement of Work and may include testing, hardening and incident response arrangements.

You must not attempt to gain unauthorised access to this website, its infrastructure or any connected system. Security testing of systems the Company operates requires prior written authorisation and agreed rules of engagement. Unauthorised testing may be unlawful and will be treated as a breach of these Terms.

If you believe you have discovered a security vulnerability in this website or in a system the Company operates, please report it to service@buildingwell.mom with enough detail to allow reproduction. We will acknowledge the report, investigate it and, where appropriate, credit the reporter unless anonymity is requested.

17. Warranties and Disclaimers

The Company warrants that it will perform the services with reasonable skill and care and in accordance with the Statement of Work. It further warrants that it has the authority to enter into these Terms and that the deliverables will be prepared in a professional manner consistent with industry practice.

Except as expressly stated, the services and this website are provided without additional warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non infringement. The Company does not warrant that the website will be uninterrupted, error free or free of harmful components.

The Company does not warrant that a system will be immune from attack or from every failure mode. Security is a continuous process, and the Client acknowledges that residual risk remains after any assessment or hardening exercise. Advice given by the Company is based on the information available at the time and on the agreed scope.

18. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill or anticipated savings, arising from or connected with the engagement, even if advised of the possibility of such loss.

The total aggregate liability of each party arising from or connected with the engagement is limited to the total fees paid or payable by the Client to the Company under the relevant Statement of Work in the twelve months preceding the event giving rise to the claim. This limit does not apply to liability for death or personal injury caused by negligence, for fraud or wilful misconduct, or for any other liability that cannot lawfully be limited.

Each provision of this section operates separately. If one provision is held to be unenforceable, the remaining provisions continue to apply, and the parties will replace the unenforceable provision with one that achieves the same commercial purpose as far as the law allows.

19. Indemnities

The Client will indemnify the Company against claims, losses and reasonable costs arising from client materials, from client instructions that breach applicable law, or from the Client use of a deliverable outside the agreed scope or contrary to the Company written advice.

The Company will indemnify the Client against claims that a bespoke deliverable, as supplied by the Company and used within the agreed scope, infringes the intellectual property rights of a third party, provided that the Client notifies the Company promptly and allows the Company to control the defence and any settlement.

If such a claim is made, the Company may, at its option, procure the right for the Client to continue using the deliverable, replace or modify it so that it no longer infringes, or terminate the affected part of the engagement and refund fees paid for the affected deliverable. This remedy is the Client exclusive remedy for the infringement described in this section.

20. Term, Suspension and Termination

These Terms apply for as long as you use the website or the Company provides services to you. An engagement continues for the term stated in the Statement of Work unless terminated earlier in accordance with this section.

Either party may terminate an engagement for convenience by giving thirty days written notice. Either party may terminate immediately if the other commits a material breach that remains uncured for fourteen days after written notice, becomes insolvent, or enters administration or liquidation. The Company may suspend services if invoiced amounts remain unpaid beyond the agreed period, after giving written notice and a reasonable opportunity to remedy.

On termination, the Client will pay for services performed and costs properly incurred up to the effective date, including non cancellable commitments made on the Client behalf. The Company will deliver work in progress, return client materials and provide reasonable transition assistance at its standard rates. Provisions that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue in effect.

21. Force Majeure

Neither party is liable for failure or delay in performing an obligation, other than an obligation to pay money, where the failure is caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, epidemics, war, civil disruption, industrial action, failure of public networks or power, and government action.

The affected party will notify the other promptly, will use reasonable efforts to mitigate the impact and will resume performance as soon as it is able. If the event continues for more than sixty days, either party may terminate the affected part of the engagement by written notice without liability for the terminated portion.

Where a force majeure event affects a critical system, the parties will cooperate to protect data and to maintain essential services as far as the circumstances reasonably allow.

22. Acceptable Use of This Website

You may use this website for lawful business purposes and for learning about the services of WILLSON GROUP LIMITED. You must not misuse the site, interfere with its operation, attempt to access restricted areas, or use automated means to extract content in a way that places an unreasonable load on the infrastructure.

• Do not submit false or misleading information through the contact form.
• Do not upload or transmit malicious code, spam or unlawful content.
• Do not attempt to probe, scan or test the security of the site without written authorisation.
• Do not copy, republish or frame the content for commercial purposes without permission.
• Do not use the site in a way that infringes the rights of others or breaches applicable law.

The Company may suspend or block access to the website where it reasonably believes that the site is being misused, and may report unlawful activity to the appropriate authorities. The Company reserves all rights in relation to any breach of this section.

23. Governing Law and Dispute Resolution

These Terms and any dispute arising from them are governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the exclusive jurisdiction of the courts of Hong Kong, except that either party may seek urgent injunctive relief in any competent court to protect its confidential information or intellectual property.

Before commencing proceedings, the parties will attempt to resolve a dispute through good faith discussion between senior representatives. If the dispute is not resolved within thirty days, either party may refer it to mediation in Hong Kong, and if mediation fails, to the courts. Nothing in this section prevents either party from pursuing a claim for a debt that is due and undisputed.

The language of any proceedings is English, and all notices and documents relating to a dispute will be provided in English unless the parties agree otherwise in writing.

24. General Provisions

These Terms, together with any Statement of Work and the Privacy Policy, constitute the entire agreement between the parties on the matters they cover and supersede prior discussions on those matters. A party is not bound by any representation that is not recorded in the agreement.

Neither party may assign the agreement without the written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the obligations. No waiver of a breach is effective unless it is in writing, and a waiver of one breach does not waive any later breach.

If a provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the rest of the agreement continues in force. Notices must be in writing and sent to the addresses stated in these Terms or to another address that a party nominates by notice. A notice is treated as received on delivery, or on the next business day if sent outside business hours.

Nothing in these Terms creates a partnership, agency, joint venture or employment relationship between the parties. Each party acts as an independent contractor and is responsible for its own staff, taxes and insurance. The rights and remedies in these Terms are cumulative and do not exclude any right or remedy available at law or in equity.

25. Contacting the Station

Questions about these Terms, requests for a signed copy or notices relating to an engagement should be directed to WILLSON GROUP LIMITED at service@buildingwell.mom, by telephone on +13209234969, or by post to Rm A2 19 MAX SHARE CTR, 367-373 KINGS RD, North Point, Hong Kong (HK). Our team will route your message to the appropriate engineer or administrator and will respond within a reasonable period.

We keep these Terms under review and may update them from time to time. The version published on this website at the time of your use governs that use, and the version agreed in a signed Statement of Work governs the engagement it describes. We encourage you to read these Terms carefully and to retain a copy for your records.

Thank you for taking the time to read the Terms of Service of WILLSON GROUP LIMITED. Clear expectations are the foundation of a steady working relationship, and we look forward to reading your conditions and building well with you.