Definitions
In these Terms, unless the context otherwise requires:
- "Valmere," "we," "us," or "our" means Valmere Limited, a company incorporated in Hong Kong with its registered office at Unit D3, 11/F, Luk Hop Industrial Building, No. 8 Luk Hop Street, San Po Kong, Kowloon, Hong Kong.
- "Client," "you," or "your" means the person, firm, company or other legal entity engaging Valmere for Services under a Statement of Work.
- "Services" means the advisory, consulting and related services described in the applicable Statement of Work.
- "Statement of Work" or "SOW" means the written engagement document executed between Valmere and the Client setting out the scope, deliverables, fees and timeline for a specific engagement.
- "Deliverables" means the reports, analyses, recommendations, templates, models and other outputs produced by Valmere under a Statement of Work.
Services & Engagements
Valmere provides management consulting and advisory services focused on sourcing, procurement, operational efficiency, regulatory readiness and related areas. Specific scope is agreed between the parties in a written Statement of Work prior to the commencement of any work.
Each Statement of Work constitutes a separate agreement subject to these Terms. Where there is a conflict between a Statement of Work and these Terms, the Statement of Work prevails for that engagement.
We will perform the Services with reasonable skill and care and using suitably qualified personnel. We may engage subcontractors to assist in the delivery of Services, provided that we remain responsible for their work.
Any timelines set out in a Statement of Work are estimates based on information available at the time. Changes to scope, delays caused by the Client, or events beyond our reasonable control may affect delivery dates and, where applicable, fees.
Fees & Payment
Fees are set out in the applicable Statement of Work and are typically structured as fixed fees tied to milestones, time-and-materials arrangements, or retainers. Unless otherwise agreed in writing, the following apply:
- Invoices are issued on the dates set out in the Statement of Work, or monthly in arrears for time-and-materials work.
- Payment is due within thirty (30) days of the invoice date unless a different term is stated in the Statement of Work.
- Fees are exclusive of applicable taxes, levies and duties, which are the responsibility of the Client and will be added to invoices where statutorily required.
- Reasonable out-of-pocket expenses (including travel, accommodation, and third-party fees) incurred in the course of performing Services will be passed through at cost, subject to Client pre-approval where the amount exceeds a threshold set out in the Statement of Work.
- Accepted methods of payment include bank transfer (SWIFT), and, within the limits set out in our published Payments & Terms policy, Visa, Mastercard and American Express corporate cards.
- Sums remaining unpaid for more than thirty (30) days after the invoice due date may bear late-payment interest at the rate of the Hong Kong prime lending rate plus 3% per annum, accruing daily until payment in full.
- We reserve the right to suspend the provision of Services where there are undisputed, overdue invoices, upon providing the Client with reasonable written notice.
Intellectual Property
Subject to payment of all fees due under the relevant Statement of Work, the Client is granted a non-exclusive, perpetual, royalty-free licence to use the Deliverables for its internal business purposes.
Valmere retains ownership of all pre-existing intellectual property, methodologies, frameworks, tools, templates, and know-how used or developed by Valmere in the course of providing the Services. Nothing in these Terms operates to transfer such intellectual property to the Client.
The Client retains ownership of any materials, data or information it provides to Valmere. By providing such materials, the Client grants Valmere a non-exclusive licence to use them solely for the purpose of performing the Services.
Valmere may use anonymised and aggregated insights derived from engagements to improve its methodologies and service offerings, provided that no Client-identifying, confidential or personal data is disclosed.
Confidentiality
Each party will treat as confidential any non-public information received from the other party that is marked or reasonably understood to be confidential, and will use such information only for the purposes of the engagement.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed without reference to the confidential information; or (d) is required to be disclosed by law, regulation or court order, provided that reasonable notice is given to the disclosing party where permitted.
These obligations survive termination of the engagement for a period of three (3) years, or longer where required by law.
Where the engagement involves the processing of personal data, the parties will comply with the applicable data protection laws and, where required, enter into a separate data processing agreement. Our handling of personal data is further described in our Privacy Policy.
Warranties
Valmere warrants that the Services will be performed with reasonable skill and care consistent with prevailing professional standards for management consulting work. The Client acknowledges that consulting services are advisory in nature and that outcomes depend on factors outside Valmere's control, including Client implementation, market conditions, and regulatory developments.
Except as expressly set out in these Terms or a Statement of Work, all warranties, conditions and representations, whether express or implied, are excluded to the fullest extent permitted by applicable law.
Limitation of Liability
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence.
Subject to the paragraph above, Valmere's total aggregate liability arising out of or in connection with a Statement of Work, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees actually paid by the Client to Valmere under that Statement of Work in the twelve (12) months immediately preceding the event giving rise to the liability.
In no event will Valmere be liable for any indirect, consequential, special, incidental or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss or corruption of data, however arising.
The Client acknowledges that the limitations set out in this section are a fair allocation of risk given the nature of the Services and the fees charged.
Termination
Either party may terminate a Statement of Work for convenience upon thirty (30) days' written notice to the other party. Either party may terminate a Statement of Work immediately by written notice if the other party:
- commits a material breach of these Terms or the Statement of Work that is not remedied within fourteen (14) days of written notice requiring it to do so; or
- becomes insolvent, enters into liquidation, makes any arrangement with its creditors, or is subject to equivalent insolvency proceedings in any jurisdiction.
On termination, the Client will pay for all Services performed and expenses incurred up to the effective date of termination. Clauses that by their nature are intended to survive termination — including those relating to intellectual property, confidentiality, limitation of liability and governing law — will continue in force.
Governing Law & Dispute Resolution
These Terms and any Statement of Work are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict-of-laws principles.
The parties will attempt in good faith to resolve any dispute arising out of or in connection with these Terms through commercial negotiation. If a dispute cannot be resolved within thirty (30) days of written notice from one party to the other, it will be finally settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force at the time of the notice of arbitration.
The seat of arbitration is Hong Kong. The arbitration will be conducted in English before a single arbitrator. The award of the arbitrator is final and binding on the parties.
Nothing in this section prevents either party from seeking interim or injunctive relief from any court of competent jurisdiction to protect its rights or property pending the outcome of arbitration.
Contact
Questions about these Terms should be directed to:
Valmere Limited
Unit D3, 11/F, Luk Hop Industrial Building
No. 8 Luk Hop Street, San Po Kong
Kowloon, Hong Kong
Email: info@valmerelimited.com