Điều Khoản Dịch Vụ

1. Agreement to Terms

These Điều Khoản Dịch Vụ ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Seraphim Vietnam Co., Ltd., a company incorporated under the laws of the Socialist Republic of Vietnam, with offices in Ho Chi Minh City, Vietnam; Singapore; Los Angeles, USA; and Seoul, South Korea ("Seraphim," "Công Ty," "we," "us," or "our").

By accessing our website, engaging our services, or entering into any business relationship with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

IMPORTANT: These Terms contain provisions that limit our liability, require arbitration for dispute resolution, and include indemnification obligations. Please read them carefully.

2. Services

2.1 Scope of Services

Seraphim provides technology consulting services including, but not limited to: cloud architecture design and implementation, artificial intelligence and machine learning solutions, software development, UI/UX design, e-commerce development, robotics consulting, and staff augmentation services ("Services").

2.2 Service Agreements

Specific Services will be governed by separate Statements of Work ("SOW"), Master Service Agreements ("MSA"), or other written agreements that incorporate these Terms by reference. In case of conflict between these Terms and a specific agreement, the specific agreement shall prevail.

2.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any Service at any time. We will provide reasonable notice of material changes. Continued use of Services after changes constitutes acceptance.

3. Client Obligations

3.1 Accurate Information

You agree to provide accurate, current, and complete information as required for the provision of Services. You are responsible for maintaining the accuracy of such information.

3.2 Cooperation

You agree to provide timely access to necessary resources, personnel, information, systems, and approvals required for Seraphim to perform the Services. Delays caused by your failure to cooperate may result in timeline extensions and additional charges.

3.3 Legal Tuân Thủ

You represent and warrant that your use of our Services will comply with all applicable laws, regulations, and third-party rights, including intellectual property rights, data protection laws, and export control regulations.

3.4 Prohibited Uses

You shall not use our Services to: (a) violate any applicable law or regulation; (b) infringe upon intellectual property rights; (c) transmit malicious code or engage in hacking activities; (d) engage in fraudulent, deceptive, or misleading practices; (e) develop weapons, surveillance systems for human rights violations, or other harmful applications; (f) compete directly with Seraphim using knowledge gained through engagement.

4. Payment Terms

4.1 Fees

Fees for Services are specified in the applicable SOW or agreement. All fees are quoted in US Dollars unless otherwise stated and are exclusive of applicable taxes.

4.2 Payment Schedule

Unless otherwise agreed: (a) project-based work requires 50% upon signing and 50% upon completion; (b) retainer services are payable monthly in advance; (c) time and materials engagements are invoiced monthly in arrears.

4.3 Late Payment

Invoices are due within 14 days of receipt unless otherwise specified. Late payments accrue interest at 1.5% mỗi tháng or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend Services for accounts more than 30 days overdue.

4.4 Taxes

You are responsible for all taxes, duties, and levies arising from Services, except for taxes based on Seraphim's net income. If withholding is required, you shall gross up payments so that Seraphim receives the full amount.

4.5 Expenses

Pre-approved travel, accommodation, and out-of-pocket expenses are reimbursable at cost plus 10% administrative fee.

5. Intellectual Property

5.1 Client Materials

You retain all rights in materials you provide to us ("Client Materials"). You grant Seraphim a non-exclusive, royalty-free license to use Client Materials solely for performing the Services.

5.2 Seraphim Copyright & IP Retention

Seraphim retains all copyright, intellectual property rights, and ownership of all Deliverables created during any engagement, including but not limited to: source code, software, applications, designs, graphics, documentation, architectures, configurations, training materials, AI models, prompts, and any other work product ("Deliverables"), unless explicitly stated otherwise in a separate written agreement.

5.3 License Grant to Client

Upon receipt of full payment for the applicable engagement, Seraphim grants Client a non-exclusive, non-transferable, perpetual license to use the Deliverables solely for Client's internal business purposes. This license:

• Does not transfer ownership or copyright to Client
• Cannot be sublicensed, sold, or transferred to any third party
• Permits use only by Client and its employees/contractors working directly for Client
• Does not include rights to modify, create derivative works, or reverse-engineer (unless required for normal use)

Full IP Transfer Option: Clients may negotiate full intellectual property transfer for an additional fee, which must be explicitly documented in a separate IP Transfer Agreement. Standard project fees do not include IP transfer.

5.4 Seraphim Pre-Existing IP

Seraphim retains all rights in methodologies, tools, frameworks, templates, know-how, and materials developed prior to or independently of the engagement ("Pre-Existing IP"). Client receives a non-exclusive, perpetual, royalty-free license to use Pre-Existing IP solely as incorporated in Deliverables for Client's internal business purposes.

5.5 Residual Knowledge

Seraphim may use general knowledge, skills, experience, ideas, concepts, and techniques acquired during performance of Services for any purpose, provided such use does not disclose Client's Confidential Information.

5.6 Third-Party Materials

Deliverables may incorporate open-source software or third-party components subject to their respective licenses. Seraphim will identify such components upon request.

5.7 Portfolio Rights

Seraphim reserves the right to display general descriptions and non-confidential aspects of completed work in its portfolio, marketing materials, and case studies, unless Client explicitly requests confidentiality in writing.

6. Confidentiality

6.1 Definition

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential, including business plans, technical data, customer information, and financial information.

6.2 Obligations

Each party agrees to: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information only for purposes of the engagement; (c) disclose Confidential Information only to personnel with a need to know; (d) protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is rightfully obtained from a third party without restriction.

6.4 Required Disclosure

Disclosure is permitted if required by law, regulation, or court order, provided the disclosing party gives prompt notice (where legally permitted) to allow the other party to seek protective measures.

6.5 Duration

Confidentiality obligations survive termination for five (5) years, except for trade secrets which remain protected indefinitely.

7. Warranties and Disclaimers

7.1 Seraphim Warranties

Seraphim warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) personnel performing Services have the requisite skills and qualifications; (c) Deliverables will substantially conform to specifications in the applicable SOW for 30 days following delivery.

7.2 Client Warranties

You warrant that: (a) you have authority to enter into these Terms; (b) Client Materials do not infringe third-party rights; (c) your use of Services and Deliverables will comply with applicable laws.

7.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, DỊCH VỤ AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. SERAPHIM DOES NOT WARRANT THAT DỊCH VỤ WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

7.4 Third-Party Services

We may recommend or integrate third-party services (AWS, Azure, GCP, etc.). We are not responsible for third-party services and make no warranties regarding them.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERAPHIM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

SERAPHIM'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY DỊCH VỤ SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SERAPHIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) TEN THOUSAND US DOLLARS (USD $10,000).

8.3 Exceptions

The limitations in this Section 8 do not apply to: (a) liability arising from gross negligence, willful misconduct, or fraud; (b) indemnification obligations under Section 9; (c) breach of confidentiality obligations; (d) your payment obligations.

8.4 Essential Basis

The parties acknowledge that the limitations of liability reflect a reasonable allocation of risk and form an essential basis of the bargain. The Services would not be provided without such limitations.

9. Indemnification

9.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Seraphim, its directors, officers, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your breach of these Terms; (b) your violation of applicable laws; (c) Client Materials infringing third-party rights; (d) your negligence or willful misconduct; (e) your use of Deliverables in a manner not authorized by these Terms.

9.2 Procedure

Seraphim will: (a) promptly notify you of any claim; (b) provide reasonable cooperation in defense; (c) allow you to control the defense and settlement, provided any settlement does not impose obligations on Seraphim without consent.

10. Term and Termination

10.1 Term

These Terms remain in effect until terminated. Specific engagement terms are set forth in applicable SOWs.

10.2 Termination for Convenience

Either party may terminate an ongoing engagement with 30 days' written notice. You shall pay for all Services performed and expenses incurred through the termination date.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days of notice; (b) becomes insolvent or files for bankruptcy; (c) ceases operations.

10.4 Effect of Termination

Upon termination: (a) you shall pay all outstanding amounts within 14 days; (b) each party shall return or destroy Confidential Information upon request; (c) Seraphim will deliver completed Deliverables upon receipt of final payment; (d) sections 5, 6, 7.3, 8, 9, 11, 12, 13, and 14 survive termination.

10.5 Refund Policy

NO REFUNDS ON CUSTOM WORK. Because all our work is custom-built specifically for your business, we are unable to offer refunds once work has commenced. Each project involves significant upfront investment in discovery, planning, architecture design, and resource allocation tailored exclusively to your requirements.

Why We Cannot Offer Refunds:

• Custom Nature of Services: Our cloud architecture, AI solutions, and design work are created from scratch based on your specific business requirements, technical environment, and objectives. This work cannot be repurposed or resold.
• Immediate Resource Commitment: Upon project commencement, we allocate dedicated team members, infrastructure, and development resources exclusively to your engagement.
• Intellectual Investment: Significant intellectual work begins immediately, including requirements analysis, solution architecture, technical planning, and preliminary development.
• Third-Party Costs: Many projects involve non-refundable third-party costs including cloud infrastructure, software licenses, and specialized tools procured for your specific needs.

Our Commitment to You: We recommend starting with a discovery phase to ensure alignment before full project commitment. We provide detailed proposals, clear milestones, and regular progress updates. If scope changes are needed, we work collaboratively to adjust deliverables and timelines.

Exceptions: In the rare event that Seraphim fails to deliver agreed-upon milestones after reasonable cure periods as outlined in Section 10.3, clients may be entitled to partial refunds for undelivered work, calculated on a pro-rata basis less costs already incurred.

11. Governing Law and Jurisdiction

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam, without regard to conflict of law principles, except where: (a) Client is based in the United States, in which case the laws of the State of California, USA shall govern; (b) a specific agreement designates different governing law.

11.2 Vietnam Law Tuân Thủ

Services provided from Vietnam comply with Vietnamese Commercial Law (2005, as amended), Civil Code (2015), Cybersecurity Law (2018), Law on Information Technology (2006), and applicable decrees and regulations.

11.3 US Law Tuân Thủ

For US clients, these Terms comply with applicable federal and state laws including the Uniform Commercial Code, Computer Fraud and Abuse Act, and relevant state consumer protection laws.

12. Dispute Resolution

12.1 Negotiation

The parties shall first attempt to resolve any dispute through good faith negotiation. Either party may initiate negotiation by written notice describing the dispute.

12.2 Arbitration

If not resolved within 30 days of negotiation notice, disputes shall be resolved by binding arbitration administered by:

• For Vietnam-based clients: Vietnam International Arbitration Centre (VIAC) under its rules, in Ho Chi Minh City, in Vietnamese or English
• For US-based clients: JAMS under its Comprehensive Arbitration Rules, in Los Angeles, California, in English
• For other clients: Singapore International Arbitration Centre (SIAC) under its rules, in Singapore, in English

The arbitration shall be conducted by a single arbitrator mutually selected by the parties. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

12.3 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or Confidential Information without first arbitrating.

12.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SERAPHIM AGREE THAT EACH MAY BRING CLAIMS ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of government, epidemics, pandemics, power failures, telecommunications failures, or cyberattacks. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If force majeure continues for more than 60 days, either party may terminate without liability.

14. General Provisions

14.1 Entire Agreement

These Terms, together with applicable SOWs and agreements, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements.

14.2 Amendment

We may modify these Terms by posting updated Terms on our website. Material changes will be notified via email or prominent website notice. Continued use after changes constitutes acceptance.

14.3 Assignment

You may not assign these Terms without our written consent. Seraphim may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

14.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.5 Waiver

Failure to enforce any right or provision shall not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

14.6 Independent Contractors

The parties are independent contractors. Nothing creates an employment, partnership, joint venture, or agency relationship.

14.7 Notices

Notices must be in writing and sent to the addresses specified in the applicable agreement or to [email protected] for Seraphim. Notices are effective upon receipt.

14.8 Language

These Terms are provided in English. In case of conflict with any translation, the English version prevails.

14.9 Export Tuân Thủ

You shall comply with all applicable export control laws and regulations. You shall not export or re-export any Deliverables to prohibited destinations, persons, or end-uses.

15. Liên Hệ Information

For legal inquiries regarding these Terms:

Seraphim Vietnam Co., Ltd.

Email: [email protected]

Address: District 1, Ho Chi Minh City, Vietnam

By using Seraphim's services, you acknowledge that you have read, understood, and agree to be bound by these Điều Khoản Dịch Vụ.