Terms & Conditions

1. Introduction

Welcome to Alser (the "Website"), operated by Alser Limited ("Alser", the "Company", "we", "us", or "our"). These Terms and Conditions (the "Terms") set out the legally binding agreement that governs your access to and use of our Website and your engagement of our web-development and software-engineering services. By using our Website or engaging our services, you accept and agree to comply with these Terms in full. If you do not agree with these Terms, you must discontinue use of our Website and services.

These Terms govern the general relationship between you and Alser. The specific scope, deliverables, timeline, and fees for any particular project are set out in a separate written services agreement, proposal, or statement of work agreed between the parties (a "Services Agreement"). Where these Terms conflict with a signed Services Agreement, the Services Agreement prevails for that engagement.

We may update these Terms from time to time. Any changes take effect when posted on this page, and it is your responsibility to review these Terms periodically to stay informed of updates. Our handling of personal data is described in our Privacy Policy.

2. Scope of Services

What we do. Alser is a web-development studio providing full-stack software and web-development services to business clients. Our services include, without limitation, frontend and backend engineering, DevOps and cloud infrastructure, the design and build of B2B SaaS platforms and B2C products, websites, high-load and large-scale systems, and ongoing application maintenance and support.

Project engagements. Services are delivered under project engagements defined in a Services Agreement. The precise services, deliverables, assumptions, milestones, and acceptance criteria for each engagement are described in that agreement. Any work outside the agreed scope is treated as a change request and may affect the timeline and fees, subject to written agreement between the parties.

Business clients. Our services are provided to businesses. Where we build a B2C product, we build it for and on behalf of our business client; we do not ourselves contract with that client's end users under these Terms.

Client responsibilities. Timely delivery depends on your cooperation. You agree to provide, in good time, the information, content, credentials, access, approvals, and decisions we reasonably require, and to nominate a representative authorized to give instructions and approvals on your behalf.

3. Eligibility

3.1. Business entity. You confirm that you are a legally constituted business entity operating in compliance with the laws of your jurisdiction, and that you are engaging our services for business purposes.

3.2. Authority to contract. By engaging with us, you represent that you have the authority to bind your business to these Terms and to any Services Agreement, and to give instructions and approvals on its behalf.

3.3. Verification. We may carry out light verification to confirm that you are a legitimate business and that the person engaging us has authority to contract. This may include confirming your business details or requesting reasonable evidence of your authority. We collect only what is necessary for this purpose and handle it in accordance with our Privacy Policy.

4. Engagement Process

A typical engagement moves through the following stages:

• Discovery. We begin with a discovery conversation to understand your objectives, constraints, and requirements.
• Written scope and proposal. We prepare a written scope describing the intended deliverables, milestones, and assumptions, together with a proposal covering fees and timing.
• Services Agreement. Once the scope and proposal are agreed, the engagement is confirmed in a Services Agreement (which may take the form of a statement of work) that incorporates these Terms.
• Delivery and invoicing. We carry out the work in accordance with the agreed schedule and issue invoices as set out in the Services Agreement.

No engagement is binding on either party until a Services Agreement is agreed in writing. Preliminary discussions, estimates, and proposals do not constitute a commitment to proceed.

5. Fees and Payment

5.1. Fees. Fees are set out in the applicable Services Agreement and may be structured as a fixed project fee, on a time-and-materials basis, or as a recurring maintenance or retainer fee, as agreed. Fees are quoted in the agreed currency.

5.2. Payment terms. Invoicing schedule, accepted payment methods, and payment deadlines are specified in the Services Agreement or on the relevant invoice. Unless stated otherwise, invoices are payable within the period stated on the invoice. Late or non-payment may result in the suspension of work, a delay to the project schedule, or termination, and may affect the transfer of ownership of deliverables as described in Section 7.

5.3. Taxes. Fees are exclusive of any applicable taxes, duties, or levies, which are your responsibility and payable in addition to the fees where they apply.

5.4. Expenses. Where an engagement requires third-party services, licences, or subscriptions (for example hosting, domains, or paid APIs), these are your responsibility unless the Services Agreement states that we will procure them on your behalf, in which case they are recharged to you.

6. Deliverables and Acceptance

6.1. Delivery. We deliver the agreed deliverables in accordance with the project schedule set out in the Services Agreement. Timelines are estimates made in good faith and assume your timely cooperation and the accuracy of the information you provide.

6.2. Review and acceptance. Following delivery of a deliverable or milestone, you should review it against the agreed acceptance criteria and report any issues to us in writing within the review window stated in the Services Agreement, or, if none is stated, within seven (7) days of delivery. We will address reported issues that fall within the agreed scope. If you do not report issues within the review window, the relevant deliverable or milestone is deemed accepted.

6.3. Changes. Requests for functionality or work beyond the agreed acceptance criteria are handled as change requests and may affect the schedule and fees, subject to written agreement.

6.4. Force majeure. We are not responsible for delays or failures in performance caused by circumstances beyond our reasonable control, including natural disasters, outages or interruptions of third-party infrastructure or services, network or telecommunications failures, or other events of force majeure. Where such an event occurs, affected timelines are extended by a reasonable period.

7. Intellectual Property

7.1. Website content. All content on our Website, including text, graphics, logos, and software, is owned by Alser Limited or its licensors. Unauthorized use, reproduction, or distribution is prohibited. The Alser name, logo, and associated trademarks are protected under applicable law, and unauthorized use is prohibited.

7.2. Project deliverables. We build our work to be handed over. Subject to full payment of all fees due under the applicable Services Agreement, we assign to you the intellectual property rights in the custom deliverables created specifically for you in that engagement. The deliverables are yours: documented, without lock-in, and free of any obligation to retain us. Until full payment is received, all rights in the deliverables remain with Alser.

7.3. Pre-existing and third-party materials. Any tools, libraries, frameworks, or components that we owned or developed before, or independently of, the engagement, or that we use across engagements, remain our property. Where such materials are incorporated into your deliverables, we grant you a non-exclusive, perpetual licence to use them as part of those deliverables. Open-source and third-party components remain subject to their own licences, and you agree to comply with those licences.

7.4. Portfolio reference. Unless the Services Agreement states otherwise, we may identify you as a client and describe the general nature of the work performed for reference purposes, without disclosing your confidential information.

8. Confidentiality

Each party may receive information from the other that is marked as confidential or that would reasonably be understood to be confidential. Each party agrees to keep the other's confidential information in confidence, to use it only for the purposes of the engagement, and not to disclose it to third parties without consent, except where disclosure is required by law or to advisers or subcontractors bound by equivalent obligations. This obligation does not apply to information that is or becomes public through no breach of these Terms, that a party already lawfully held, or that is independently developed.

9. Warranties and Limitation of Liability

9.1. Professional services. We warrant that our services will be performed with reasonable skill and care and in a professional manner consistent with industry standards. This is your exclusive warranty in respect of the services, and, to the extent permitted by law, all other warranties, whether express or implied, are excluded.

9.2. Website provided "as is". Our Website is provided on an "as is" and "as available" basis, without warranties of any kind. We do not warrant that the Website will be uninterrupted, error-free, or free of harmful components.

9.3. Exclusion of indirect damages. To the maximum extent permitted by law, Alser Limited shall not be liable for any indirect, incidental, special, or consequential damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with these Terms, our services, or your use of the Website.

9.4. Cap on liability. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with an engagement shall not exceed the total fees paid by you to us for that engagement.

9.5. Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded.

10. Termination

10.1. Termination. Either party may terminate an engagement in accordance with the terms of the applicable Services Agreement. We may suspend or terminate an engagement if you materially breach these Terms or the Services Agreement, including by failing to pay fees when due, or if you engage in unlawful activity.

10.2. Effect of termination. On termination, you agree to pay for all services performed and expenses incurred up to the effective date of termination. Ownership of deliverables transfers only in respect of deliverables for which full payment has been received, in accordance with Section 7. Provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, and governing law, continue in effect.

11. Governing Law and Dispute Resolution

11.1. Governing law. These Terms are governed by and construed in accordance with the laws of Hong Kong, excluding its conflict of law principles.

11.2. Dispute resolution. The parties agree to seek to resolve any dispute through good-faith negotiation in the first instance. If a dispute cannot be resolved, it shall be referred to and finally resolved by arbitration in Hong Kong, conducted in English.

12. Contact

For any questions about these Terms, please contact us:

• Email: hello@alserstudio.com
• Address: One Capital Place 7B, 18 Luard Road, Wan Chai, Hong Kong