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Terms & Conditions

DEFINITIONS AND INTERPRETATIONS

Additional Charges - means any additional costs incurred by Viettonkin JSC as a result of specification variations or actions or inactions of Client or their agents for which Viettonkin will be reimbursed by Client;

Client - means the person; company or organization for whom Viettonkin Consulting has agreed to provide Specified Consultancy Service in accordance with these Conditions;

Conditions - means Viettonkin JSC’s standard terms and conditions for providing consultancy services set out;

Contract - means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for provision of Specified Consultancy Service;

Contract Period - means the time to complete Specified Consultancy Service stated in Specification.

Document - includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, film, negative, tape or other devices embodying visual images and any disc, tape, flash drive or other devices embodying any other data;

Input Material - means any documents or other materials, and any data or other information provided by Client to Viettonkin JSC relating to Specified Consultancy Service;

Key Personnel - means any key Viettonkin personnel named in Specification;

Output Material - means any Documents or other materials, and any data or other information provided by Viettonkin JSC to Client relating to Specified Service;

Parties - means Client and Viettonkin JSC;

Price - means price or fee to be paid by Client to Vietonkin JSC for any Specified Consultancy Service they require;

Special and Overriding Terms and Conditions - means any additional terms and conditions included in Specification that are in addition to and/ or override these Conditions.

Specification - means details of Specified Consultancy Service;

Specified Consultancy Service - means services provided by Viettonkin to Client and referred to in Specification;

Viettonkin - means Viettonkin Joint Stock Company (registered in Vietnam) where registered office is at Level 4, Naforimex Building, 40 Hai Ba Trung street, Hoan Kiem District, Hanoi.

 

1.    SUPPLY OF SPECIFIED CONSULTANCY SERVICE

1.1     Viettonkin JSC shall provide Specified Consultancy Service to Client subjected to these conditions and any special and overriding terms and conditions.  Any changes or additions to Specified Consultancy Service, the Specification, Conditions or any Special and Overriding Terms and Conditions must be agreed in writing by Viettonkin JSC and Client.

1.2     No terms or conditions endorsed upon, delivered with or contained in the order or similar from Client shall form part of the Contract.

1.3     In event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, Special and Overriding Terms and Conditions shall prevail.

1.4     Specified Consultancy Service shall be provided in accordance with Specification provided by Viettonkin JSC and otherwise in accordance with Viettonkin JSC’s current brochure or other published literature relating to Consultancy Services from time to time, subject to these Terms and Conditions.

1.5     Viettonkin JSC may correct any typographical or other errors or omissions in any quotation, brochure, promotional literature or other documents relating to provision of Specified Consultancy Service without any liability to Client.

1.6     Viettonkin JSC may at any time without notifying Client make any changes to Specified Consultancy Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of Specified Service.

1.7     No order submitted by Client shall be deemed to be accepted by Viettonkin unless and until confirmed in writing by Viettonkin JSC.

1.8     Client shall be responsible to Viettonkin JSC for ensuring the terms accuracy of any order.

1.9     No order which has been accepted by Viettonkin JSC may be cancelled by Client except with an agreement in writing of Viettonkin JSC and in terms that Client shall indemnify Viettonkin JSC in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by Viettonkin JSC as a result of cancellation.

1.10    Client shall supply Viettonkin JSC with all necessary Input Materials within sufficient time to enable Viettonkin JSC to provide Specified Consultancy Service in accordance with the Contract. Client shall ensure the accuracy of all Input Materials.

1.11    Client shall retain duplicate copies of all Input Materials.

1.12    Viettonkin JSC shall have no liability for any loss or damage of Input Materials, however caused.

2.    GENERAL DUTIES OF VIETTONKIN CONSULTING

2.1     Viettonkin JSC shall provide Specified Consultancy Services to Client in a professional manner with due care and diligence to the best of its abilities.

2.2     Viettonkin JSC accepts no liability for the use of any information or data provided.

2.3     Viettonkin JSC shall not be restricted in providing similar services to other third parties.

2.4     Viettonkin JSC shall supply Specified Consultancy Service using Key Personnel where identified and shall have the right to nominate alternative personnel if any or all of Key Personnel become unavailable.

3.    WORK ON CLIENT’S PREMISES

3.1     Where Viettonkin JSC requires access to Client’s premises for the purposes of performance of Specified Consultancy Service, Client shall provide reasonable access and all services necessary to permit Viettonkin to fulfil its obligations under the Contract at mutually convenient times.

3.2     Viettonkin JSC will commit no act or omission at Client’s premises which would render Client liable to any person and Viettonkin.
 
4.    PRICE OF SERVICES

4.1     The Price, unless otherwise so stated, shall be exclusive of value added tax which shall be payable by Client (subject to receipt of a VAT invoice) at the rate prevailing at a relevant tax point.

4.2     The Price includes cost of all materials unless otherwise expressly stated in the Contract.

4.3     Exceptional costs including exceptional travelling costs may be itemised separately in Specification or subject to a separate additional charge based on actual costs incurred by Viettonkin JSC.

4.4     No variation in the Price will be accepted by Viettonkin without its express consent in writing.

5.    TERMS OF PAYMENT

5.1     In event of no special payment terms being specified payment of the Price shall be made 50% with order and 50% within 30 days of the invoice date for each and all invoices.

5.2     Trade credit terms can only offered by Viettonkin JSC if approved by the Viettonkin's Chief Finance Officer.

5.3     The Client may not withhold payment for any disputed amount greater than the value of rectifying disputed element of Specified Consultancy Service

5.4     If any payment is not received on the due date Viettonkin JSC reserves a right to cease providing any service until receiving payment.

6.    VARIATIONS AND ADDITIONAL CHARGES

6.1     Viettonkin JSC shall make Additional Charges to Client for any variation requested by Client that results in additional costs being incurred by Viettonkin.

6.2     Viettonkin JSC shall give not less than two weeks of written notice to Client of its intention to invoice Additional Charges.

6.3     All Additional Charges are exclusive of any value added tax, for which Client shall be additionally liable.

6.4     Additional Charges of Viettonkin JSC shall be paid by Client together with any applicable value added tax and without any set-off or other deduction within 30 days of the date of Viettonkin's invoice.

6.5     No variations to the Contract shall be made or binding unless agreed in writing by Parties.


7.    INTELLECTUAL PROPERTY RIGHT AND RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL

7.1     Any Background Intellectual Property shall belong to the Party that created it.

7.2     Any Input Material originating from Client shall belong to Client.

7.3     All Foreground Intellectual Property shall belong to Viettonkin JSC subject only to the right of Client to use that intellectual property for the purposes of utilizing Specified Consultancy Service by way of a non-exclusive license subject only to payment in full of all sums payable under the Contract unless otherwise agreed in writing between two Parties.

7.4     Any Output Material shall, unless otherwise agreed in writing between Client and Viettonkin JSC, belong to Viettonkin, subject only to the right of Client to use Output Material for the purposes of utilizing Specified Consultancy Service by way of a non-exclusive license subject only to payment in full of all sums payable under the Contract.

7.5     Any Input Material or other information provided by Client which is so designated by the Client shall be kept confidential by Viettonkin JSC, and all Output Material or other information provided by Viettonkin which is so designated by Viettonkin JSC shall be kept confidential by Client, except that the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of other party.

7.6     The Client warrants that any Input Material and its use by Viettonkin JSC for the purpose of providing Specified Consultancy Service will not infringe the copyright or other rights of any third party and Client shall indemnify Viettonkin JSC against any loss, damages expenses or other claims arising from any such infringement.

7.7     Subject to clause 7.6, Viettonkin JSC warrants that any Output Material and its use by Client for the purposes of utilizing Specified Consultancy Service will not infringe the copyright or other rights of any third party and Viettonkin shall indemnify Client against any loss damages costs expenses or other claims arising from any such infringement.

8.    FORCE MAJEURE

8.1     If either party is affected by Force Majeure it shall forthwith inform other party in writing of matters constituting Force Majeure and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
8.2     Viettonkin JSC shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. If a default due to any of these matters shall continue for 60 days, Viettonkin JSC shall have the right to terminate the Contract without liability to Client by serving written notice on Client.
8.3     Save as provided for in clause 8 a Force Majeure shall not entitle Client to terminate this Contract and neither party shall be in breach of this Contract nor otherwise liable to other party, by reason of any delay in performance or non-performance of any of its obligations due to a Force Majeure.
 
9.    WARRANTIES AND LIABILITY


9.1     Viettonkin JSC warrants to Client that Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible in accordance with Specification and at the intervals and within the time referred to in Specification.

9.2     Where in connection with provision of Specified Consultancy Service, Viettonkin JSC supplies any goods or services supplied by a third party. Viettonkin does not give any warranty guarantee or other terms as to their quality fitness for purpose or otherwise but shall where possible assign to Client benefits of any warranty, guarantee or indemnity given by the supplier to Viettonkin.

9.3     Any claims by Client of any breach by Viettonkin JSC of the Contract or these Conditions (including the warranty contained in Clause 9.1 above), must be notified to Viettonkin within 30 days of the supply of Specified Consultancy Service.  If Client does not notify Viettonkin accordingly, Client will be deemed to have accepted Specified Consultancy Service and Viettonkin shall have no liability in relation to provision of Specified Consultancy Service and Client shall be bound to pay the Price in full.  Where Client has made a valid claim, Viettonkin will at its sole discretion either re-perform the part of Specified Consultancy Service which does not comply with the Contract or refund Client of such amount of the Price as is reasonable on a quantum meruit basis.

9.4     Viettonkin JSC shall have no liability to Client for any loss damage costs expenses or other claims for compensation arising from any Input Material or instructions supplied by Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of Client.

9.5     Except in respect of death or personal injury caused by Viettonkin JSC’s negligence or as expressly provided in these conditions, Viettonkin shall not be liable to Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Viettonkin, its servants or agents or otherwise) which arise out of or in connection with provision of Specified Service or their use by Client, and the entire liability of Viettonkin under or in connection with the Contract shall not exceed the amount of Viettonkin ’s charges for provision of Specified Service, except as expressly provided in these Conditions.

9.6     Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.7     Any dates quoted for delivery of the provision of Specified Consultancy Services are approximate. Viettonkin JSC shall not be liable to the Client or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of Viettonkin's obligations in relation to the Specified Service. Unless stated in Overriding Terms and Conditions time of delivery of Specified Consultancy Service shall not be of the essence of the Contract.

10.  CONFIDENTIALITY

10.1    The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to Client by Viettonkin JSC or its agents and any other confidential information concerning Viettonkin ’s business or its products which the Client may obtain and Client shall restrict disclosure or such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging Client’s obligations to Viettonkin and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind Client.

 11.  TERMINATION

11.1    Either party may (without limiting any other remedy) terminate the Contract at any time by giving written notice to other if other commits any breach of these Conditions and if capable of remedy fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into Administration, Administrative Receivership, Receivership, Voluntary Arrangement or Liquidation or in case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

11.2    The cost of all and any work completed by Viettonkin JSC up to Termination Day and any costs incurred by Viettonkin as a result of a cancellation by Client under clause 11.1 will be payable by the Client to Viettonkin.

12.  DATA PROTECTION ACT 1998

12.1    Viettonkin JSC is registered under the Data Protection Act 1998. It will only use any personal information made available to it for the purpose of providing Specified Consultancy Service to Client outlined in the Contract.

13.  GOVERNING LAW

13.1    The construction, validity and performance of the Contract and these terms and conditions shall be governed and construed in accordance with Vietnamese current law.

 14.  GENERAL

14.1    These Conditions (together with the terms, if any, set out in Specification and/or Special and Overriding Terms and Conditions) constitute an entire agreement between Parties, supersede any previous agreement or understanding and may not be varied except in writing between Parties. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

14.2    Any notice required or permitted to be given by either party to others under these Conditions shall be in writing addressed to other party at its registered office or principal place of business or such other address as may at relevant time have been notified pursuant to this provision to the party giving notice.

14.3    No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by others shall be considered as a waiver of any subsequent breach of the same or any other provisions.

14.4    If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of other provisions of these Conditions and remainder of the provision in question shall not be affected.

14.5    When Services are provided by Viettonkin JSC as part of a Government funded scheme, Client shall keep and make available for audit by Viettonkin JSC or Government's auditors all records relating to the services including any Baseline, Outputs or Results data provided by Client until 31st December 2023 or any alternative date provided in writing by Viettonkin.

 

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Viettonkin Consulting Joint Stock Company
Level 4, Naforimex Building, 40 Hai Ba Trung, Hoan Kiem, Ha Noi, Viet Nam

電話番号/ファックス: +84(0) 4.38728518 - Ext 16
ホットライン: +84(0)988360861

メール: info@viettonkin.com.vn

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