Acceptance of Terms
These Terms of Service (referred to in this document as the Terms) govern your access to and use of the websites and services operated by LINK YIP TRADING DEVELOP LIMITED, a company registered in Hong Kong with its office at Rm 103, G/F, CHEVALIER COML CTR, 8 WANG HOI RD, Kowloon Bay, Hong Kong (HK). The websites, trading platforms, and integrated systems covered by these Terms are developed and operated by our development team under the direction of the developer LinkYip.
By accessing our websites, submitting an enquiry, or entering into a project with us, you agree to be bound by these Terms. If you are using our services on behalf of a company or another organisation, you represent that you have the authority to bind that organisation to these Terms. If you do not agree to these Terms, please do not use our websites or services, and contact us if you have questions about your situation.
The Company and Contact Details
The services described in these Terms are provided by LINK YIP TRADING DEVELOP LIMITED, a company operating in the computer systems design and computer integrated systems design industry. Our registered office is at Rm 103, G/F, CHEVALIER COML CTR, 8 WANG HOI RD, Kowloon Bay, Hong Kong (HK).
You may contact us by email at info@merius.lol or by telephone at +13093969826 during our business hours, which are Monday to Friday from 09:00 to 18:00 Hong Kong Time. These contact details are the official channels for all legal notices and formal correspondence. Any notice we send to you will be sent to the email address you provided when you first contacted us or entered into a project with us, and you are responsible for keeping that address current and for checking it regularly.
Description of Services
We provide computer systems design and computer integrated systems design services, including the analysis of business processes, the specification and design of computer systems, the integration of software platforms, the development of trading platforms, data architecture and reporting, automation, and ongoing systems support.
The precise scope of any project is defined in a written proposal or project agreement issued before work begins. Our services are provided from Hong Kong and may be delivered remotely to clients anywhere in the world, using the communication and collaboration tools agreed with the client. Nothing in these Terms obliges us to perform work that falls outside the scope of the agreed proposal.
Where a request from you goes beyond the agreed scope, we will prepare a change order setting out the additional work and the associated fees. A change order takes effect only when you approve it in writing, and no additional fees are charged without that approval.
Eligibility and Accounts
You must be at least eighteen years old and capable of entering into a legally binding contract to use our services. Where our services require the creation of an account, you agree to provide accurate and complete information and to keep that information up to date for the life of the account.
You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your login credentials. We may suspend or close any account where we reasonably suspect unauthorised use, fraud, or a breach of these Terms. You must notify us immediately if you believe that your account has been accessed without authorisation.
Accounts are provided for use by the individual or organisation that created them and may not be shared with third parties without our prior written consent. Sharing credentials exposes both parties to risk, and we will not be responsible for losses that result from shared access.
Proposals and Project Agreements
Each project begins with a written proposal that describes the scope of work, the deliverables, the timeline, the fees, and the payment schedule. A proposal becomes a binding agreement only when it is signed by both parties or accepted through the process stated in the proposal.
Unless otherwise stated, proposals remain valid for thirty days from the date they are issued. We may decline a project at our discretion and are not obliged to give reasons for that decision. Where a proposal references standard industry terms, those terms are incorporated into the agreement by reference.
In the event of any conflict between these Terms and the specific terms of a project agreement, the specific terms of the project agreement prevail for the purposes of that project. Any variation to an agreed proposal must be recorded in a signed change order or amendment to be effective.
Client Responsibilities
You agree to provide us with accurate information, timely decisions, and reasonable access to your staff, systems, and facilities as needed to deliver the services. You are responsible for the accuracy of the data you supply to us and for obtaining any third party permissions that the work requires.
Delays in providing information or approvals may affect the project schedule, and we will not be responsible for delays that result from your failure to act promptly. You agree to designate a single point of contact who has the authority to make decisions and approve deliverables on your behalf.
Where your systems, staff, or premises are required for testing or deployment, you will make them available at times agreed in advance. You are also responsible for the conduct of your own staff and contractors while they interact with our team, including compliance with the security rules we communicate for each project.
Fees, Invoicing, and Payment
Fees for services are set out in the proposal or project agreement. Unless stated otherwise, fees are quoted in Hong Kong dollars or in the currency shown in the proposal. Invoices are issued according to the payment schedule in the agreement, and payment is due within thirty days of the invoice date unless another term is agreed in writing.
Late payments may be subject to interest at the rate permitted by applicable law, and we may suspend work on a project if an invoice remains unpaid for more than fourteen days. All fees are exclusive of taxes, duties, and levies, which you are responsible for paying unless the law requires us to collect them.
We do not pass on hidden charges. Any fee that is not described in the proposal will be raised with you in advance and will be charged only with your approval, so the amount you approve at each stage is the amount you pay.
Intellectual Property Rights
Pre-existing intellectual property that each party brings to a project remains the property of that party. Pre-existing property includes software libraries, methodologies, templates, and know how that were developed before the project or independently of it.
The intellectual property we create specifically for your project, and which is paid for under the agreement, belongs to you once payment is complete, unless the proposal states otherwise. This ownership covers the source code, design documentation, and configuration files that constitute the agreed deliverables.
Where our deliverables incorporate third party components, the licences for those components continue to apply, and we will identify those components in the delivery documentation so that you understand the applicable terms. We will not knowingly include components in a deliverable that would prevent you from using it for your stated business purpose.
Licenses and Deliverables
Until payment is made in full, we retain ownership of all deliverables and grant you a limited licence to use them for internal evaluation purposes only. Once payment is complete, you receive a perpetual, non exclusive, transferable right to use the deliverables for your own business purposes.
You may not sublicense, resell, or redistribute the deliverables as a commercial product without our written consent. Where we provide access to hosted software, the licence is a subscription that continues for the term stated in the agreement and renews according to the terms of that agreement.
Upon termination of a hosted service, we will provide you with a reasonable period to retrieve your data before the service is closed, and we may charge a reasonable fee for data export assistance. You remain responsible for backing up your own data throughout the term of any hosted service.
Confidentiality
Each party agrees to keep confidential any non public information received from the other party in connection with a project, including business plans, financial data, source code, technical designs, and client lists. Confidential information may be used only for the purpose of performing the project.
Confidential information may be disclosed only to those persons who need to know it in order to perform the project and who are bound by equivalent confidentiality obligations. This obligation does not apply to information that is or becomes public through no fault of the recipient, information already lawfully in the possession of the recipient, or information independently developed without reference to the confidential material.
The obligation of confidentiality continues for five years after the end of the relationship, and it continues indefinitely for trade secrets. We may also disclose information to the extent required by law, and we will notify you in advance where the law permits us to do so.
Acceptable Use
You agree not to use our websites or services in any way that violates applicable law, infringes the rights of others, or interferes with the normal operation of our systems. Prohibited conduct includes attempting to gain unauthorised access to our systems, introducing malicious software, sending unsolicited commercial messages, scraping content at scale, and misrepresenting your identity.
You agree not to reverse engineer, decompile, or attempt to derive the source code of our hosted software, except to the extent that the law expressly permits such activity. You agree not to use our services to store or transmit content that is unlawful, defamatory, or infringing.
We reserve the right to monitor usage for the purpose of protecting our systems and to suspend access where we reasonably believe these rules are being breached. Our decisions under this section are made in good faith, and we will explain the reasons for any action we take.
Third-Party Services and Vendors
Projects may require the use of third party services, including hosting providers, payment processors, telecommunication providers, and software vendors. We select these providers with care, but we are not responsible for the availability, performance, or terms of services that we do not operate.
Where you instruct us to use a particular provider, you are responsible for the terms you accept from that provider. Any licences, subscriptions, or accounts required for third party services will be obtained in the name stated in the agreement, and the associated costs are set out in the proposal.
We will not be liable for delays caused by third party outages, and we will use reasonable efforts to work around such outages. Where a third party changes its terms during a project, we will notify you and agree on the best way to proceed, including adjusting the scope or pricing if the change is material.
Warranties and Disclaimers
We warrant that the services will be performed with reasonable skill and care and in accordance with the agreed scope. We further warrant that, to the best of our knowledge, the deliverables we create do not infringe the intellectual property rights of third parties.
To the fullest extent permitted by law, all other warranties, whether express or implied, are excluded, including warranties of merchantability, fitness for a particular purpose, and non infringement except as stated above. We do not warrant that any system will be error free or that operation will be uninterrupted.
We do not guarantee that the results of any project will achieve a particular business outcome. The performance of any system depends in part on factors beyond our control, including the quality of third party data and the behaviour of end users. Our warranty obligations are limited to the correction or re performance of the deficient work at our option.
Limitation of Liability
To the fullest extent permitted by law, our total liability arising out of or in connection with a project, whether in contract, tort, or otherwise, will not exceed the fees paid or payable by you for the services under the agreement giving rise to the claim.
We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or interruption of business, even if we have been advised of the possibility of such damages. This limitation applies to claims by you and by any third party acting through you.
Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence and liability for fraud. Each party will take reasonable steps to mitigate any loss it suffers, and neither party may claim for losses that could have been avoided by reasonable mitigation.
Indemnification
You agree to indemnify and hold harmless LINK YIP TRADING DEVELOP LIMITED, its officers, employees, and agents from and against any claims, damages, losses, and expenses, including reasonable legal fees, arising out of your use of our services, your breach of these Terms, or your violation of the rights of a third party.
This indemnity applies to claims arising from content you provide, decisions you take on the basis of our deliverables, and the operation of your business after the project is complete. It does not apply to claims that arise from our own negligence or wilful misconduct.
We will notify you promptly of any claim subject to this indemnity and will give you the opportunity to control the defence at your own expense. We may participate in the defence with counsel of our own choosing at our own cost. This indemnity survives the termination of the agreement for the periods required by law.
Suspension and Termination
Either party may terminate a project agreement for convenience by giving thirty days written notice to the other party. Either party may terminate immediately if the other party commits a material breach that is not remedied within fourteen days of written notice.
We may also suspend or terminate access to our services where payment is overdue, where we reasonably believe the services are being used unlawfully, or where continuing to provide services would expose us to legal or regulatory risk. Where we suspend a service, we will notify you and explain the steps required to restore access.
On termination, you must pay for all work performed and all costs properly incurred up to the date of termination. We will deliver to you all work in progress that you have paid for, and each party will return or destroy the confidential information of the other party on request, subject to any legal retention obligations.
Force Majeure
Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, public health emergencies, government action, power failures, telecommunications outages, and failures of third party networks.
The party affected by such an event will notify the other party as soon as reasonably possible and will use reasonable efforts to resume performance. If the event continues for more than sixty days, either party may terminate the affected agreement by written notice, and you will pay for the work performed up to the date of termination.
The provisions of this section do not relieve either party of its obligation to pay for work already delivered. Each party will maintain reasonable business continuity arrangements to reduce the impact of such events on the projects it is involved in.
Governing Law and Dispute Resolution
These Terms and all project agreements are governed by the laws of the Hong Kong Special Administrative Region. The parties will first attempt to resolve any dispute arising out of these Terms through good faith negotiations between their senior representatives.
If the dispute is not resolved within thirty days, either party may refer the matter to mediation administered by a recognised mediation service in Hong Kong. Mediation is conducted in English and is attended by representatives who have authority to settle the dispute.
If mediation does not resolve the dispute, the parties submit to the exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region, unless the parties agree in writing to arbitration. The prevailing party in any legal proceeding may recover its reasonable costs and legal fees from the other party, to the extent permitted by law.
Entire Agreement and Changes
These Terms, together with any proposal or project agreement referenced in them, constitute the entire agreement between the parties concerning the subject matter and supersede all prior discussions, correspondence, and agreements. You acknowledge that you have not relied on any statement or representation that is not recorded in these Terms or in the relevant proposal.
If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect. The headings in these Terms are for convenience only and do not affect their interpretation.
We may update these Terms from time to time, and the revised version will be posted on this page with an updated date. Changes apply to services provided after the date the revised Terms are published, and your continued use of our services after that date constitutes acceptance of the revised Terms. You may not assign your rights or obligations under these Terms without our prior written consent, and we may assign them to a successor of our business.
Contact Information
If you have any questions about these Terms or about a specific project, please contact us using the details below, and we will respond promptly.
Company name: LINK YIP TRADING DEVELOP LIMITED.
Registered address: Rm 103, G/F, CHEVALIER COML CTR, 8 WANG HOI RD, Kowloon Bay, Hong Kong (HK).
Email address: info@merius.lol.
Telephone number: +13093969826.
Business hours: Monday to Friday, 09:00 to 18:00 Hong Kong Time.
All formal notices should be sent to the registered address by registered post and to our email address. Notices are treated as delivered seven days after posting and one business day after sending by email. We will respond to general enquiries within one business day.