Article 1 – Acceptance of these Terms and Conditions
Any agreement entered into with Gibbon Limited – a company with its registered office at Unit 2A, 17/F, No. 1 Glenealy, Central, Hong Kong (Company No. 77804998) – whether by email, post or any other channel, is governed by these Terms and Conditions, without restriction or reservation. The Client acknowledges having read and accepted these Terms and Conditions, regardless of the channel through which the order was placed. These Terms and Conditions are publicly available at https://gibbon-limited.com/.You may also consult our Legal Notice, our Privacy Policy and our Cookie Policy.
Article 2 – Definitions
Gibbon: or “the Seller”, “Gibbon Limited” or “the Agency” refers to Gibbon Limited as identified in Article 1.Client: or “the Buyer” refers to any individual or legal entity ordering goods or services from Gibbon Limited for exclusively professional purposes.Supplier: refers to any individual or legal entity with which Gibbon enters into a contract or from which Gibbon requests services.Terms and Conditions: these present terms and conditions.Agreement: the agreement entered into between Gibbon and the Client, comprising the Proposal, these Terms and Conditions and, where applicable, the Specifications.Proposal: or “quote”, or “offer”, or “estimate”: a document describing the engagement entrusted to Gibbon, by which the Client undertakes, upon acceptance, to settle the amount of the corresponding invoices issued by Gibbon. In the event of contradiction, the Proposal shall prevail over these Terms and Conditions.Hosting: refers to anything relating to the storage of a Client’s project data: the server, its domain name(s), email addresses and mailboxes, and the SSL certificate.Internet Address: or URL, made up (or not) of a prefix (e.g. “www”) and a domain name, itself composed of a string of characters (TLD – Top Level Domain) and an extension, geographic or otherwise (.com, .hk, .org, etc.).Corrective Maintenance: the elimination of a malfunction in the operation of an application, through its repair, restoration to a prior state, or replacement.Evolutive Maintenance: making an application evolve at the Client’s request, in order to modify its behaviour or introduce new functions.Specifications: a contractual document between Gibbon and the Client which precisely describes the requirements to be met by the Seller, as well as the technical requirements. It does not, on its own, constitute the Agreement.Development: studying, designing, building, transforming, finalising, maintaining and improving software.Code: a language composed of letters, numbers and special characters enabling a human to program software or a machine, materialised by a set of text files capable of communicating with one another or with third-party software or a machine.Responsive Design: a website, application or IT tool whose source code complies with standards allowing it to adapt to all types of devices.
Article 3 – General Provisions and Scope
These Terms and Conditions exclude, in the absence of written acceptance by the Seller, all of the Client’s own purchase conditions. No departure from these conditions shall be permitted without written confirmation from the Seller. No order shall be deemed accepted by the Seller other than through written confirmation to the Buyer or through the effective delivery of the products or services. Unless proven otherwise, the Buyer acknowledges having received a copy of these Terms and Conditions, or a hyperlink allowing them to be consulted online and saved.Any requirement under these Terms and Conditions for written confirmation, written acceptance, or signature is satisfied by acceptance via email, electronic signature, or other electronic means, in accordance with the Electronic Transactions Ordinance (Cap. 553) of Hong Kong.Gibbon reserves the right to amend the Terms and Conditions applicable to any new order placed after the new terms take effect. It is the Client’s responsibility to check whether any changes have occurred.
Article 4 – Proposals & Agreements
4.1 Contractual Commitment
Gibbon Limited’s proposals are valid for a period of three (3) months. The Agreement is only concluded upon formal written acceptance by the Client’s legal representative or any duly authorised person. Any order validated by a Client constitutes a commitment to pay the full amounts described in the Proposal issued by Gibbon. Unless otherwise stated in writing, all prices quoted are exclusive of any applicable taxes.
4.2 Delivery Timelines
Unless expressly agreed otherwise in writing, delivery timelines are indicative only and only begin to run from the first business day following Gibbon’s approval of the sufficient quality and completeness of all elements required for the performance of the order, or of its various stages, as provided by the Client. Any delay beyond such timelines may not, under any circumstances, be held against Gibbon Limited, nor give rise to any termination of the Agreement, penalties, or compensation. Gibbon Limited reserves the right to organise its schedules according to its resources, availability, and constraints. The Client undertakes to provide Gibbon with all documents and data useful to the performance of the service ordered and, more generally, to facilitate its performance by Gibbon. Timelines for which Gibbon is responsible shall be automatically extended where the cause is a case of force majeure, including technical or IT issues beyond Gibbon’s control, or where the delay results from the Client’s failure to perform its own obligations.
4.3 Packages
Packages may be sold to Clients, granting priority handling of potential requests. These packages – for example, a quota of ten (10) hours for modifications to a website – are valid for a period of twenty-four (24) months from the date of agreement, unless otherwise specified by Gibbon. They may not be used for tasks whose scope was not specified in the order, except with Gibbon Limited’s prior express agreement, and are in no event refundable. Each intervention, however brief, shall be billed for a minimum duration of thirty (30) minutes.For services performed on the basis of a previously agreed package rather than on a time-and-materials basis, the total time spent by Gibbon on the project may not exceed the total amount (exclusive of taxes) of the Proposal divided by the applicable hourly rate, including where additional services have been requested by the Client during the project. Any additional request that does not form part of the previously agreed scope shall require a new estimate, unless Gibbon states otherwise. The same applies where a large volume of comfort adjustments, not necessary for the proper functioning of the project, causes the allotted time quota to be exceeded. Where a time overrun is not linked to a Client request or to an external constraint (third-party technologies), Gibbon shall bear the cost of such overrun, being responsible for the package estimate it proposed prior to the start of the service.
4.4 Payments
Performance of the services is subject to the prior payment of a deposit of between 30% and 50%, invoiced upon validation of the Agreement. Invoicing then takes place in stages according to the progress of the project, with the final invoice issued upon delivery.Invoices are payable within fifteen (15) days from the date of issue, unless Gibbon explicitly states otherwise.Payment may not be suspended or set off in any way without Gibbon Limited’s prior written consent. Any partial payment shall first be applied to the unsecured portion of the debt, then to late payment interest, and finally to the oldest outstanding amounts. If payment terms are granted by Gibbon Limited and any instalment is not strictly honoured, all amounts due under the Agreement shall become immediately payable in full. In the event of late payment, for whatever reason, Gibbon Limited reserves the right to suspend its services, or to terminate ongoing agreements, without prior notice or judicial decision.Any sum due and unpaid at its due date shall automatically, and without notice, be increased by 10% as a fixed and non-reducible penalty, with a minimum of USD 250. Any late payment shall automatically bear interest at 1% per month, any month commenced being payable in full. This clause does not affect the immediate payability of the debt.Payment shall be made by bank transfer to the account designated by Gibbon Limited. As a general reference, for international transfers:Account Name: Gibbon Limited
Bank: DBS Bank (Hong Kong) Limited
Account Number: 7965-0401-018
SWIFT/BIC: DHBKHKHH
Branch Address: G/F, The Center, 99 Queen’s Road Central, Central, Hong Kong
Currency: USDDepending on the Client’s location and the chosen payment method, alternative or local account details may apply and will be specified on the relevant invoice.
4.5 Advertising Budget
Advertising campaigns may be ordered from Gibbon Limited by the Client. A distinction must be made between the advertising budget – invested in marketing platforms such as Google Ads or Meta (Facebook/Instagram) Ads – and Gibbon Limited’s own fees, invoiced separately for managing that budget. Advertising budgets must be charged directly to the Client’s own payment card, linked to the Client’s business advertising account. Gibbon manages the Client’s account via administrator access granted on its own Agency account.The amount charged to the Client’s payment card may not exactly match the amount previously agreed between the Client and Gibbon Limited, due to the margin of error inherent to these third-party platforms (Google Ads, for example). Gibbon Limited may in no event be held liable for any overrun of the agreed budget.In exceptional cases – for example, if the Client does not hold a Visa or Mastercard payment card – Gibbon Limited may, at its discretion, directly bear the advertising amounts charged to its own card or account. In such case, the Client must advance the full advertising amount it wishes to invest before work begins. Gibbon Limited shall not be required to provide official supporting documents demonstrating the proper use of the amounts in question.
Article 5 – Hosting & Maintenance
Unless otherwise stated, hosting arrangements run for one (1) year from the date the Agreement takes effect, and are automatically renewed unless terminated at least two (2) months before the renewal date.Hosting offered by Gibbon may be rented from third-party hosting providers and re-invoiced to the Client. Gibbon Limited may in no event be held liable for failures of such servers, which remain the responsibility of those providers. All terms of service applied by the external hosting provider (including provisions on service quality and liability) are communicated and applicable to the Client, such that, with respect to the hosting service, Gibbon assumes no greater obligations towards the Client than those set out in the external provider’s own terms.Use of hosting resources may not exceed the scope set when the Agreement was concluded. The level of capacity and bandwidth is selected by Gibbon in consultation with the Client based on an estimate of the website’s monthly traffic. Gibbon Limited may in no event be held liable for any technical issue resulting from exceeding these quotas; the Client may at any time opt for a higher-tier plan instead.The username and password defined for the website, or any other account created for the Client, are personal and confidential. The Client bears full responsibility for such information and undertakes to keep it secret and not disclose it to third parties.Where the Client entrusts Gibbon with the management of hosting, the Client may at any time request access to the server or database, which must be provided by Gibbon within fifteen (15) days. Once such access has been provided, Gibbon shall no longer be responsible for the proper functioning of the server and database, although their maintenance remains available at the rate then in force or under a previously agreed corrective maintenance agreement.Gibbon reserves the right to interrupt certain equipment used in the performance of its engagement (in particular servers) for minimal periods, in order to carry out necessary maintenance or optimisation work.In the event of non-payment of a hosting invoice, Gibbon Limited reserves the right to charge reactivation fees of at least USD 250.To terminate a subscription, written notice must be sent to Gibbon Limited at least two (2) months before the renewal date, to
[email protected] or by post to Unit 2A, 17/F, No. 1 Glenealy, Central, Hong Kong. After this deadline, the Agreement shall automatically renew for a further year.
Article 6 – Seller’s Liability
6.1 Gibbon’s Liability
Gibbon Limited is bound by a best-efforts obligation, and not an obligation of result.Gibbon shall not be liable for any delay, defect or other failure resulting from a case of force majeure or from events occurring independently of its own will or beyond its control (examples, this list not being exhaustive: power failures, telecommunications network failures, illness, service incidents).Gibbon may in no event be held liable for indirect damages suffered by the Client, such as loss of profit, reduction in turnover or any other increase in overheads, or the loss or deterioration of originals or data provided.In any event, Gibbon’s contractual liability shall be limited to an amount equal to 50% of the amounts actually paid by the Client.
6.2 Content
Gibbon Limited may in no event be held liable for inappropriate content visible on the Client’s website. The Client is required to comply with applicable laws in Hong Kong, as well as in any country in which it offers products or services. Such inappropriate content may include insults, discriminatory remarks (racist, sexist, etc.), incitement to hatred, or participation in harmful networks.
6.3 Third-Party Tools
Where the development of a project requires the use of third-party tools, plugins, scripts or web services (SaaS) created by other publishers, Gibbon may not be held liable for the discontinuation of such services, or for changes made to their operation.
6.4 Advisory Obligation
Gibbon Limited’s advisory obligation applies solely within its area of technical expertise, and accordingly excludes any advice of a different nature, in particular legal, tax or accounting advice.
6.5 Onboarding of Products and Services
Any training is offered on a quoted basis. Delivery of a service does not automatically entail any obligation on Gibbon’s part to train the Client in the use of the product or service.
6.6 Subcontracting
Gibbon may engage subcontractors or independent contractors to perform all or part of the Services. Gibbon remains responsible to the Client for the proper performance of the Services in accordance with these Terms and Conditions.
Article 7 – Intellectual Property Rights
7.1 Domain Names
Where Gibbon is required to register a domain name for a Client, the Client retains full ownership of it. Gibbon Limited may not oppose the transfer of a domain name to another account or another hosting provider at the end of the Agreement, provided the Client has no outstanding invoices at that time.
7.2 Third-Party Rights
The Client acknowledges and assumes full responsibility for choices made in terms of written, photographic or graphic content appearing in deliverables provided by Gibbon. The Seller may in no event be held liable for claims addressed to the Client, and may not be implicated where certain content infringes the intellectual property rights of a third party. The Client therefore warrants that it will (1) verify and validate all content presented on platforms delivered by the Seller, and (2) bear full responsibility for any award, cost, tax or fee resulting therefrom.
7.3 Seller’s Creations
Visual or textual creations (copywriting, code development) produced by Gibbon’s teams are protected under Hong Kong law and applicable international intellectual property conventions.Unless explicit assignment is stated in the Agreement, such creations remain the property of the Seller notwithstanding completion of the engagement.In accordance with applicable copyright law, only the economic rights expressly set out in the assignment terms shall be transferred to the Client for the work described, to the exclusion of all others, and within the limits set out therein. Moral rights in a creation (including the right of attribution and the right of integrity) remain attached to its author in accordance with the Copyright Ordinance (Cap. 528) of Hong Kong. Any reproduction or representation, in whole or in part, made without the consent of the author or its successors in title is unlawful and punishable under applicable copyright infringement laws. The same applies to translation, adaptation, transformation, arrangement, or reproduction by any process whatsoever. The assignment of such rights covers only the use specifically provided for in the Agreement; any subsequent or different use requires a new agreement. Modifications or reinterpretations of a graphic creation, illustration, text or other work may in no event be made without Gibbon’s written consent, and any signature or credit on a creation may not be removed without Gibbon’s agreement. An idea proposed by the Client does not, in itself, constitute a creation.Reproduction and distribution rights are calculated based on the intended distribution of the creation and may be assigned on a flat-fee or partial basis. Each different adaptation of the original work is subject to a new assignment of rights, and the rights fee must be updated for each new edition. Rights are assigned within the temporal and geographic scope of the Agreement and may not exceed such scope; the Agreement or Specifications shall specify the scope of the rights granted, their geographic field and their duration. The entire production and the rights pertaining thereto shall remain the entire and exclusive property of Gibbon for as long as the corresponding invoices have not been paid in full by the Client. Correspondingly, the Client shall become the de facto owner of the assigned rights upon final settlement of all relevant invoices. Delivery of source files or working files shall only take place where strictly necessary for the exploitation of the work as provided for in the assignment terms or in a subsequent amendment.
7.4 Confidentiality
The Client and Gibbon Limited mutually undertake, without time limit, to keep confidential all non-public documents and information exchanged in connection with the provision of services.
7.5 Use of References
Unless explicitly stated otherwise by the Client, Gibbon reserves the right to present, in any medium (website, sales materials) or on any occasion, the public work carried out for the Client. This may take the form of a logo on a sales brochure, a link to the Client’s website from the Agency’s website, or an excerpt of code used on the occasion of a blog article or training session.
7.6 Data Protection
Gibbon processes personal data, to the extent applicable to its own operations, in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong.Where the Client’s business, products, services or end users are subject to foreign data protection regimes – including, without limitation, the EU General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA) – compliance with such regimes is the sole responsibility of the Client. Gibbon makes no representation as to the compliance of any deliverable with such foreign regimes, and shall not be held liable for the Client’s failure to comply with data protection laws applicable in its own jurisdiction(s) of operation. The Client is responsible for obtaining any consents, providing any notices, and implementing any technical or organisational measures required of it under such laws.
Article 8 – Non-Solicitation Clause
The Client undertakes not to offer, directly or indirectly, employment to Gibbon Limited’s staff members, or to independent contractors assigned to the performance of the engagement, nor to engage them in any capacity whatsoever. This prohibition remains in effect for a period of twelve (12) months following completion of the engagement.In the event of breach of this clause by the Client, the Client shall owe Gibbon Limited a fixed indemnity of USD 15,000, without prejudice to Gibbon Limited’s right to claim compensation for any actual damage exceeding such fixed indemnity.
Article 9 – Termination and Disputes
9.1 Suspension and Termination for Breach
Without prejudice to its right to compensation, Gibbon reserves the right to suspend and/or terminate the Agreement without prior notice and without recourse to judicial proceedings, generally in the event of the Client’s failure to comply with its obligations, and in particular in the event of non-payment of an invoice when due or infringement of Gibbon’s intellectual property.Termination or suspension of the Agreement due to the Client’s fault shall not prejudice Gibbon Limited’s right to claim compensation for damage suffered and any indemnities or penalties arising from these Terms and Conditions or from applicable law. Gibbon Limited may in no event be held liable for the consequences of a suspension or termination of the Agreement, in particular towards the Client’s own counterparties. In the event of termination for breach, all sums due for any reason whatsoever shall become immediately payable.
9.2 Delivery of the Project
Acceptance of the project is established by the Client’s express or tacit acknowledgment of the conformity of the relevant order with the Agreement. Unless otherwise specifically agreed with the Client, putting a project into production constitutes formal and final acceptance of it. Once a project is live, the Client has fifteen (15) business days to send Gibbon Limited any complaints, precisely describing the non-conformity with the Agreement. If acceptance of a project is delayed by thirty (30) days or more due to the Client’s fault (lack of cooperation preventing Gibbon from normally pursuing its engagement), the project shall be deemed accepted on the day the latest version was presented to the Client.For the creation of websites or web applications, and regarding the conformity of the deliverable with responsive design specifications, our platforms are tested to be supported on the current and immediately preceding major versions of Chrome, Firefox, Edge and Safari. With respect to devices, our websites and web applications are optimised for smartphones released within the preceding four (4) years and for desktop screens of 13 inches and above. Any request for correction relating to another device or browser, or to an earlier browser version than those listed above, shall be subject to a new estimate.
9.3 Force Majeure
Gibbon Limited may not be held liable for the total or partial non-performance of an Agreement where such non-performance results from a case of force majeure or a cause beyond its control, including: prolonged failure of the electricity or telecommunications network, supply or transport disruptions, strikes, riots, war, storms, earthquakes, intervention by public authorities, and similar events. In such case, Gibbon Limited reserves the right to suspend partial or total performance of the engagement, without the Client being entitled to claim damages. The party invoking force majeure must notify the other party without delay, by written notice.
9.4 Governing Law and Jurisdiction
These Terms and Conditions and any Agreement entered into on their basis shall be governed by the laws of the Hong Kong Special Administrative Region. In the absence of an amicable resolution, the courts of Hong Kong shall have exclusive jurisdiction over any dispute relating to the interpretation or performance of an Agreement or any related matter.
Article 10 – Supplier Terms (Conditions of Purchase)
10.1 General
These conditions of purchase prevail over any conflicting or contrary terms of the Supplier, including where communicated subsequently. The Supplier expressly acknowledges having read these conditions of purchase and accepts them.
10.2 Obligations of the Parties
Gibbon undertakes to provide the Supplier with all elements necessary for the performance of the Agreement.The Supplier undertakes to verify the consistency of Gibbon Limited’s requests, to respond to any requests for information, and to proactively seek from Gibbon any clarification needed to comply with the scope of the order. The Supplier is bound by an obligation of result with respect to timing, quantity, quality and performance.No service shall be accepted other than after verification of its conformity with the order and the specifications communicated by Gibbon Limited. Non-conforming services may be rejected and must, in such case, be corrected by the Supplier, at no additional cost, within eight (8) calendar days of notification. After this deadline, Gibbon Limited reserves the right to terminate the Agreement, without prejudice to any other rights and remedies available to it.The Supplier, like Gibbon, undertakes, in the joint performance of the services and in their interactions, to act with integrity, dignity and respect, and to refrain from any form of physical, psychological or verbal abuse.
10.3 Assignment of Rights
Gibbon may engage a Supplier in connection with an agreement defined with a Client. To this end, Gibbon must be able to fully invoice the Supplier’s work to the Client, including any related copyright.The Supplier assigns to Gibbon Limited, exclusively and irrevocably, all economic rights recognised to the author of a work over all of the Services, including reproduction, performance and adaptation rights, regardless of the means or media involved.This assignment is granted without geographic limitation and for the duration of copyright protection provided for under applicable international conventions and national legislation. The Supplier transfers ownership of the physical media of the Services, originals and copies, to Gibbon Limited, and acknowledges that the Services are the entire property of Gibbon Limited, which may use them in any manner whatsoever. The Supplier undertakes not to make any future use of the Services.
10.4 Force Majeure
The Supplier, like Gibbon Limited, may not be held liable for the total or partial non-performance of an Agreement where such non-performance results from a case of force majeure or a cause beyond its control, including: prolonged failure of the electricity or telecommunications network, supply or transport disruptions, strikes, riots, war, storms, earthquakes, intervention by public authorities, and similar events. In such case, Gibbon Limited reserves the right to suspend partial or total performance of the engagement, without the Supplier being entitled to claim damages. The party invoking force majeure must notify the other party without delay, by written notice.
10.5 Insurance
The Supplier represents that it holds, and shall maintain throughout the term of the Agreement, all insurance policies necessary for the performance of the Agreement. It shall provide any supporting documents requested by Gibbon Limited.
Article 11 – Use of Artificial Intelligence
Gibbon may use artificial intelligence systems and tools (including generative AI) as part of its standard methodology for delivering services, in particular for content drafting, code generation, design assistance, research, testing and process automation. Any such use remains subject to Gibbon’s best-efforts obligation under Article 6.1, and to human review prior to delivery where reasonably appropriate.The Client is encouraged to make informed and responsible use of any AI-related tools, features or deliverables provided or integrated as part of the engagement: verifying outputs before relying on them, understanding the limitations of such tools, and proactively seeking clarification from Gibbon whenever the appropriate use of a deliverable is unclear.Gibbon disclaims liability for any misuse, unverified reliance, or unauthorised modification of AI-related tools or deliverables by the Client following delivery. Outputs generated using artificial intelligence are provided on an “as is” basis, and Gibbon does not warrant their accuracy, completeness, or fitness for a particular purpose beyond what is expressly agreed in the Proposal.Deliverables produced by Gibbon using artificial intelligence as part of the Services are treated as Seller’s Creations under Article 7.3 and follow the same ownership and assignment rules. Where a delivered solution includes an AI-powered feature enabling the Client to generate its own content (for example, a content-generation tool integrated into a website or CMS), any content subsequently generated by the Client using that feature is owned by, and remains the sole responsibility of, the Client.Gibbon does not use the Client’s confidential information, data, or materials to train any artificial intelligence model, whether proprietary or third-party, beyond what is strictly necessary to deliver the Services.