Terms and Conditions

1. Scope and Contracting Parties

1.1 These Terms and Conditions (hereinafter "Terms") apply to all contracts between DTS Labs Limited, Unit 1603, 16/F, The L. Plaza, 367 - 375 Queen's Road Central, Sheung Wan, Hong Kong, registered under Company Registration Number 78827870 (hereinafter "DTS Labs", "we", or "us") and our customers (hereinafter "Customer" or "you") regarding the provision of POS interfaces and software solutions for the integration of payment processing services.

1.2 These Terms apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Customer shall only become part of the contract if DTS Labs has expressly agreed to their validity in writing.

2. Services of DTS Labs

2.1 DTS Labs develops and provides software solutions for Point-of-Sale interfaces (POS) and the integration of payment processing services.

2.2 The specific scope of services will be agreed upon in a separate contract between DTS Labs and the Customer. This may include development, installation, maintenance, and support of software solutions.

2.3 Detailed regulations regarding payment processing, payout modalities, and the legal classification of DTS Labs' services will be regulated in separate contracts with the Customer.

3. Contract Formation

3.1 Offers from DTS Labs are subject to change and non-binding unless expressly marked as binding.

3.2 The contract is formed by acceptance of an offer by the Customer or by signing a contract by both parties.

4. Rights and Obligations of the Customer

4.1 The Customer is obligated to pay the agreed remuneration on time.

4.2 The Customer ensures that they possess all necessary approvals for the use of the software solutions and comply with legal requirements.

4.3 The Customer will provide DTS Labs with all information and documents necessary for service delivery in a timely manner and grant access to their systems insofar as this is necessary for the installation and maintenance of the software.

4.4 The Customer is obligated to keep their access credentials for DTS Labs' software solutions confidential and protect them from third-party access.

5. Remuneration and Payment Terms

5.1 The remuneration for DTS Labs' services is determined by the respective contract between DTS Labs and the Customer.

5.2 The remuneration may include a fixed monthly amount and/or a revenue-dependent component.

5.3 All prices are exclusive of applicable taxes unless otherwise stated.

5.4 Payment modalities will be agreed upon in the respective contract.

5.5 In case of payment default, DTS Labs is entitled to demand default interest at the legal rate. The assertion of further default damages remains reserved.

6. Warranty and Liability

6.1 DTS Labs warrants that the provided software solutions fulfill the agreed functions. Software defects will be remedied by DTS Labs within a reasonable period.

6.2 The Customer is obligated to report defects immediately after their discovery in writing.

6.3 DTS Labs is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body, or health.

6.4 For slight negligence, DTS Labs is only liable in case of violation of an essential contractual obligation and only to the extent of foreseeable, typically occurring damage. Essential contractual obligations are those whose fulfillment first enables the proper execution of the contract and on whose compliance the Customer can regularly rely.

6.5 Liability for data loss is limited to the typical recovery effort that would have occurred with regular and risk-appropriate creation of backup copies.

7. Data Protection

7.1 DTS Labs processes personal data of the Customer and their employees in accordance with the provisions of the Hong Kong Personal Data (Privacy) Ordinance and, where applicable, the General Data Protection Regulation (GDPR) for customers in the European Economic Area.

7.2 To the extent that DTS Labs processes personal data on behalf of the Customer in the course of service delivery, the parties will conclude a separate data processing agreement in accordance with applicable data protection laws.

7.3 Details regarding the processing of personal data by DTS Labs can be found in the Privacy Policy available on DTS Labs' website.

8. Confidentiality

8.1 The parties undertake to treat all confidential information that becomes known to them in the course of cooperation confidentially and not to pass it on to third parties.

8.2 Information is considered confidential if it is marked as such or if its confidentiality is evident from the circumstances, in particular technical and economic information, trade secrets, and know-how.

8.3 The confidentiality obligation does not apply to information that is publicly known, lawfully obtained from third parties, or independently developed.

9. Term and Termination

9.1 The term of the contract is determined by the agreements in the respective contract.

9.2 Unless otherwise agreed, the contract can be terminated with a notice period of three months at the end of the contract term. If no termination occurs, the contract automatically extends by one year each time.

9.3 The right to extraordinary termination for important reasons remains unaffected.

9.4 Terminations must be in writing.

10. Usage Rights

10.1 DTS Labs grants the Customer a non-exclusive, non-transferable right to use the software solutions for the duration of the contract.

10.2 The Customer is not entitled to reproduce, distribute, rent, lend, or grant sublicenses for the software unless this has been expressly agreed in writing.

10.3 The Customer may only use the software for their own business purposes.

11. Final Provisions

11.1 Changes and additions to these Terms require written form. This also applies to the amendment of this written form clause.

11.2 Hong Kong law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

11.3 The place of performance and exclusive jurisdiction for all disputes arising from and in connection with this contract is the registered office of DTS Labs in Hong Kong.

11.4 Should individual provisions of these Terms be or become invalid, this does not affect the validity of the remaining provisions. In this case, the parties will agree on an effective replacement regulation that comes as close as possible to the economic purpose of the invalid provision.