Terms of Service

Last Updated: December 2025

These Terms of Service ("Terms") govern your access to and use of the services provided by IoT Systems ("we," "our," or "us"), a company registered in Hong Kong. By accessing or using our services, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing our website, using our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations of Hong Kong. If you do not agree with any part of these Terms, you must not use our services.

2. Description of Services

IoT Systems provides custom IoT software solutions, including but not limited to:

• Custom IoT platform development
• Data analytics and intelligence services
• Edge computing solutions
• Security and compliance services
• Integration and consulting services
• Maintenance and support services

We reserve the right to modify, suspend, or discontinue any part of our services at any time with or without notice.

3. Service Agreements

Specific services will be provided pursuant to separate written service agreements ("Service Agreements") that will detail:

• Scope of services
• Service fees and payment terms
• Project timelines and deliverables
• Intellectual property rights
• Warranties and limitations of liability

In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

4. User Obligations

You agree to:

• Provide accurate and complete information when requesting our services
• Comply with all applicable laws and regulations
• Not use our services for any unlawful or unauthorized purpose
• Not interfere with or disrupt our services or servers
• Not attempt to gain unauthorized access to our systems
• Maintain the confidentiality of any access credentials provided to you

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, software, technology, and materials provided by IoT Systems, including but not limited to our platform, documentation, and methodologies, remain the exclusive property of IoT Systems or its licensors. You are granted a limited, non-exclusive, non-transferable license to use our services solely for your internal business purposes as specified in your Service Agreement.

5.2 Your Intellectual Property

You retain all rights, title, and interest in your data, content, and any pre-existing intellectual property. You grant us a limited license to use your data and content solely for the purpose of providing our services to you.

5.3 Custom Developments

Ownership of custom-developed software and solutions will be specified in the relevant Service Agreement. Unless otherwise agreed, custom developments created specifically for you may be owned by you, subject to our retention of rights to our underlying technology and methodologies.

6. Payment Terms

Unless otherwise specified in a Service Agreement:

• Fees are payable in Hong Kong Dollars (HKD) or as otherwise agreed
• Payment terms will be specified in your Service Agreement
• Late payments may incur interest charges as permitted by Hong Kong law
• We reserve the right to suspend services for non-payment
• All fees are non-refundable unless otherwise specified or required by law

7. Data and Confidentiality

We are committed to maintaining the confidentiality of your data and business information. We will:

• Implement appropriate security measures to protect your data
• Not disclose your confidential information to third parties without your consent, except as required by law
• Comply with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong
• Process your data in accordance with our Privacy Policy

8. Warranties and Disclaimers

8.1 Service Warranties

We warrant that our services will be performed in a professional and workmanlike manner in accordance with industry standards. Any specific warranties will be set forth in your Service Agreement.

8.2 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY HONG KONG LAW:

• Our services are provided "as is" and "as available"
• We do not warrant that our services will be uninterrupted, error-free, or completely secure
• We disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement
• We are not responsible for any loss or damage resulting from your use of our services

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY HONG KONG LAW:

• Our total liability for any claims arising from or related to our services shall not exceed the total fees paid by you to us in the twelve (12) months preceding the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities
• These limitations do not apply to liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law

10. Indemnification

You agree to indemnify, defend, and hold harmless IoT Systems, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any rights of a third party
• Your data or content

11. Termination

11.1 Termination by You

You may terminate your use of our services at any time in accordance with the terms of your Service Agreement.

11.2 Termination by Us

We may suspend or terminate your access to our services immediately if:

• You breach these Terms or your Service Agreement
• You fail to pay fees when due
• We are required to do so by law
• We determine that providing services to you poses a security risk

11.3 Effect of Termination

Upon termination, your right to use our services will immediately cease. We may delete your data after a reasonable retention period, subject to our legal obligations.

12. Force Majeure

We shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond our reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party service providers.

13. Dispute Resolution

Any disputes arising from or relating to these Terms or our services shall be governed by the laws of Hong Kong. The parties agree to first attempt to resolve disputes through good faith negotiation. If negotiation fails, disputes shall be submitted to the exclusive jurisdiction of the courts of Hong Kong.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after such changes constitutes acceptance of the modified Terms.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

16. Entire Agreement

These Terms, together with any Service Agreements and our Privacy Policy, constitute the entire agreement between you and IoT Systems regarding the subject matter herein and supersede all prior agreements and understandings.

17. Contact Information

If you have any questions about these Terms, please contact us:

IoT Systems
Hong Kong, China
Email: info@iotsystems.asia
Phone: +852 5429 0153

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