These Terms of Service govern the use of the OTRA TECHNOLOGY website and the managed IT services and systems integration work we provide. They form the agreement between you and OTRA TECHNOLOGY, Rm 650 HENG ON EST HENG KONG HSE, Sha Tin, Hong Kong (HK). Please read them carefully before you ask us to begin work, because by using this website or engaging our services you accept these terms.
We have written these terms in plain language so that a busy office manager can understand them without a lawyer at hand. Where a separate signed agreement exists for a specific engagement, that agreement takes priority over these terms if the two ever conflict. Everything else here applies to the ordinary way we work together.
CONTENTS
- Acceptance of Terms
- Definitions
- Our Services
- How an Engagement Begins
- Client Responsibilities
- Access and Credentials
- Fees and Payment
- Changes and Scope
- Scheduling and Response
- Acceptable Use of the Website
- Intellectual Property
- Confidentiality
- Data Protection
- Third Party Services
- Warranties and Disclaimers
- Limitation of Liability
- Indemnity
- Term and Termination
- Force Majeure
- Governing Law and Disputes
- General Provisions
- Contact
1. Acceptance of Terms
By accessing this website, sending us an enquiry, or engaging us to perform any service, you confirm that you have read and accepted these terms. If you act on behalf of a company, you confirm that you are authorized to accept these terms for that company, and the words you and your refer to that company. If you do not accept these terms, you should not use the website and you should not engage our services.
We may update these terms from time to time. The version that applies to an engagement is the version in force on the date the engagement begins, unless we agree otherwise in writing. We will post the current version on this page with an updated date so that it is always available to you.
2. Definitions
In these terms, the following meanings apply. OTRA TECHNOLOGY, the Company, we, us and our refer to OTRA TECHNOLOGY of Rm 650 HENG ON EST HENG KONG HSE, Sha Tin, Hong Kong (HK). The Client and you refer to the person or organization that engages us or uses the website. Services means the managed IT services, systems integration and related work described on the services page or in a separate written agreement.
Documentation means the guides, rack plans, reports and notes we produce in the course of the services. Client Systems means the networks, servers, devices, software, accounts and data that the Client owns or controls and to which we are given access. Fees means the amounts payable for the services. Engagement means the period during which we provide services to the Client.
3. Our Services
OTRA TECHNOLOGY provides managed IT services and computer integrated systems design for small offices and professional teams. Our six named routines are Managed Network Watch, Backup and Restore Runs, Helpdesk Queue Care, Office System Setup, Server Room Tidy-Ups and Software Rollout Support. We may also provide advisory work, project work and emergency assistance by separate arrangement.
The exact services, the systems they cover, the hours during which they run and the outcomes we aim for are set out in a written scope for each engagement. Where the website describes a service in general terms, the written scope controls the detail. We provide the services with the reasonable skill and care expected of a competent IT services firm, and we keep the records needed to show what we did.
4. How an Engagement Begins
An engagement begins when we both agree on a written scope and, where relevant, a fee. A quotation is an invitation to discuss, not a binding offer, until both parties sign or confirm by email. If work is urgent and no written scope exists, we may begin on the basis of a clear email exchange that describes the task, the fee and the limits of the work.
We may decline an engagement for any lawful reason, including where a request falls outside our skills, where a system is unsafe to work on without first being repaired, or where taking the work would create a conflict with an existing client. We will tell you why we are declining so that you can make another plan.
5. Client Responsibilities
Good service is a partnership. The Client agrees to provide accurate information about its systems, to give us the access we need, to keep its own backups where the scope does not include backup, and to tell us promptly about any change that affects the work, such as a move, a new software package or a change of internet provider.
The Client is responsible for the lawful use of its own systems and data, for holding the rights needed to store and process the information on those systems, and for deciding which information is sensitive. The Client will not ask us to perform a task that is unlawful, deceptive, or harmful to another person. The Client will keep its own copy of any critical credential that we do not control, so that it is never locked out of its own systems.
The Client will ensure that its staff treat our bench with courtesy and that any equipment we supply on loan is kept secure and used as intended. The Client will nominate a contact person who can approve work, receive reports and make decisions without delay.
6. Access and Credentials
To provide the services we usually need access to systems, devices and accounts. The Client grants us the access needed for the engagement and confirms that it is entitled to grant it. We use the least access that the task requires, we keep credentials in a protected store, and we remove access when the engagement ends or when a task no longer needs it.
We may create administrative accounts for our own use, and we will record them in the handover notes. The Client may review those accounts on request. If the Client changes a credential that we rely on, it will tell us so that the watch and backup routines do not fail silently. If access is withdrawn before the work is complete, we may pause the work and the Client remains responsible for the fees for work already done.
7. Fees and Payment
Fees are set out in the written scope or the quotation. Unless the scope says otherwise, managed service fees are billed monthly in advance and project work is billed on completion or at agreed milestones. Fees are exclusive of any taxes that apply. Travel and parts are charged where the scope provides for them, and we will seek approval before incurring a significant cost.
Invoices are payable within the period stated on the invoice. We may charge interest on an overdue amount where the law allows, and we may suspend non urgent services while an invoice remains unpaid, after giving notice. We will never suspend work that is needed to prevent imminent harm without first warning the Client and giving a reasonable chance to pay or to object.
If a fee changes, we will tell the Client in advance and explain the reason. The Client may end a recurring service if it does not accept a fee increase, subject to the notice period in the section on termination.
8. Changes and Scope
Work that falls outside the agreed scope is a change, and changes are handled in writing. When a request goes beyond the scope, we will describe the extra work, the time it will take and any extra fee, and we will wait for approval before we begin. This protects both sides from a surprise on the invoice and from a job that drifts away from what was agreed.
If the Client asks us to stop work on a change after it has begun, the Client pays for the work completed and for any materials already committed. If a change makes part of the original scope unnecessary, we will adjust the plan and the fee to match and confirm the adjustment in writing.
9. Scheduling and Response
We schedule routine work during business hours and plan project work into quiet windows so that it does not disturb the working day. Response times, where we agree them, describe how quickly we will begin to look at an issue, not how quickly every issue will be fixed, because some faults depend on parts or on a third party.
Urgent incidents that stop a whole office from working are given priority, and we will keep the Client informed as we work. Non urgent requests are queued in the order that best serves everyone. We may ask the Client to be available at a scheduled time so a remote session or a visit is not wasted. If the Client misses an agreed appointment without notice, we may charge for the time reserved.
10. Acceptable Use of the Website
You may use this website for lawful purposes connected with learning about our services and contacting us. You may not attempt to gain unauthorized access to the site or its infrastructure, interfere with its normal operation, introduce malicious code, scrape it in a way that burdens it, or use it to send unlawful, misleading or harmful material. You may not copy the site content for a competing service without our written permission.
We may restrict or block access where we reasonably believe the site is being misused or where security requires it. We may change, suspend or withdraw any part of the website at any time. The website is provided for information, and nothing on it is a binding offer or a professional opinion about your specific systems.
11. Intellectual Property
All content on this website, including text, layout, graphics and code, belongs to OTRA TECHNOLOGY or is used with permission. It is protected by the intellectual property laws that apply in Hong Kong and elsewhere. You may view and print material for your own reference, but you may not republish it, sell it, or use it to build a competing offering without our written consent.
In an engagement, the tools, methods, templates and know how we bring to the work remain ours. The Client keeps ownership of its own systems, data and documents. Where we create a deliverable such as a rack plan or a configuration record for the Client, the Client may use that deliverable for its own internal purposes. We may retain a copy for our records and for the continuity of the service, subject to our confidentiality duties.
12. Confidentiality
Each party will keep the confidential information of the other party private. Confidential information includes technical details, business plans, client lists, pricing, credentials and any material marked as confidential or that a reasonable person would treat as confidential. We will use confidential information only to provide the services and to run our own business lawfully, and we will share it only with staff and providers who need it and who are bound to keep it private.
Confidentiality does not cover information that is already public without a breach, that a party already held lawfully before the engagement, that is independently developed without using the other party information, or that must be disclosed by law or by a court. Where disclosure is compelled, the party required to disclose will give notice where the law allows so the other party can respond. These duties continue after the engagement ends.
13. Data Protection
Our handling of personal information is described in our Privacy Policy, which forms part of these terms. In an engagement, the Client usually decides what information its systems hold and why, and we process that information on the Client instruction. We will follow reasonable and lawful instructions, keep the information secure, and tell the Client if an instruction appears to conflict with the law.
Where the law requires a written data processing agreement, we will put one in place. At the end of an engagement, we return or delete client information as the scope provides, except where the law requires us to keep a copy. The Client is responsible for its own notices to the people whose information sits in its systems, and for obtaining any consent the law requires.
14. Third Party Services
The services may rely on software, hardware and cloud platforms supplied by other organizations. Those organizations set their own terms, security practices and service levels, and we do not control them. Where we recommend a third party service, we do so in good faith based on our experience, but the Client is responsible for accepting that provider terms and for the fees it charges.
If a third party service changes, fails or is withdrawn, we will help the Client find a workable alternative, and any extra work to migrate is handled as a change under these terms. We are not responsible for an outage or a data loss caused solely by a third party, but we will do what we reasonably can to reduce the impact and to restore service.
15. Warranties and Disclaimers
We warrant that we will perform the services with reasonable skill and care and in line with the written scope. We do not warrant that any system will be free from every fault, that every attack will be stopped, or that data will never be lost, because no IT provider can honestly promise that. The website is provided as it is, and we make no warranty that it will always be available or free from error.
To the fullest extent the law allows, we exclude all other warranties, conditions and representations, whether express or implied. Where the law does not allow a warranty to be excluded, our warranty is limited to the minimum the law requires. Nothing in these terms excludes a warranty or right that cannot lawfully be excluded.
16. Limitation of Liability
To the fullest extent the law allows, OTRA TECHNOLOGY is not liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings or business opportunity, however it arises. We are not liable for loss that results from the Client failing to keep its own backup, from the Client using a system in a way we did not recommend, or from a third party service that we do not control.
Where liability cannot be excluded, our total liability for any engagement is limited to the fees paid by the Client for the services in the twelve months before the event that gave rise to the claim, or to a sum we agree in writing, whichever is greater. This limit applies whether the claim is based on contract, on negligence or on any other ground. Nothing in these terms limits liability for death or personal injury caused by our negligence, for fraud, or for any other liability that the law does not allow us to limit.
17. Indemnity
The Client will indemnify OTRA TECHNOLOGY against any loss, cost or claim that arises from the Client breach of these terms, from the Client providing unlawful content or instructions, from the Client lacking the right to grant the access it granted, or from the Client use of a deliverable in a way we did not intend. This indemnity applies only to the extent that the loss was caused by the Client conduct and not by our own negligence or breach.
We will tell the Client promptly about any claim that may trigger this indemnity, and we will cooperate in the defence. The Client may not settle a claim in a way that admits our fault without our agreement. We will not settle a claim in a way that admits the Client fault without the Client agreement.
18. Term and Termination
A managed service runs for the period stated in the scope and then continues on a rolling basis until either party ends it. Either party may end a recurring service by giving the notice stated in the scope, or thirty days notice where the scope is silent. Either party may end an engagement at once if the other party commits a serious breach that is not fixed within a reasonable time after written notice, or if the other party becomes insolvent.
On termination, the Client pays for all work done and all costs committed up to the end date. We hand back or delete client information as the scope provides, we hand over credentials and records, and we provide a short transition note where the Client asks for one. We may keep a copy of records where the law requires it or where we need it to defend a claim. Sections that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue to apply.
19. Force Majeure
Neither party is liable for a failure or delay caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, war, civil unrest, pandemic, an act of government, a widespread failure of power, telecommunications or the internet, and a prolonged failure of a key third party service. The affected party will tell the other party as soon as it can and will resume performance as soon as the event allows.
If an event beyond reasonable control continues for a long period, either party may end the affected service by written notice. Where the event ends an engagement, the Client pays for the work completed up to that point and we return information as the scope provides.
20. Governing Law and Disputes
These terms and any dispute arising from them are governed by the laws of the Hong Kong Special Administrative Region. The courts of Hong Kong have exclusive jurisdiction over any dispute, unless the parties agree in writing to another forum. Before beginning formal proceedings, the parties will try in good faith to settle the matter by discussion between the people who made the engagement, and if that fails, by a mediation the parties choose together.
Nothing in this section prevents either party from seeking urgent relief from a court where that is necessary to protect confidentiality, intellectual property or the security of a system. The parties will keep the details of a dispute private to the extent the law allows.
21. General Provisions
These terms, together with the Privacy Policy and any signed scope, form the whole agreement between the parties on their subject matter and replace any earlier discussion or representation. A party does not waive a right by not enforcing it on one occasion. If a provision is found to be unenforceable, the rest of these terms continue in force and the unenforceable provision is read down to the extent needed to make it valid.
The Client may not transfer an engagement to another organization without our written agreement. We may use a subcontractor to perform part of the work, but we remain responsible for the service. Notices may be sent to hello@otratech.buzz or to the Client contact named in the scope, and they take effect when received. A person who is not a party to these terms has no right to enforce them.
22. Contact
Questions about these terms are welcome at any time. Write to hello@otratech.buzz, telephone +15044297775, or send a letter to OTRA TECHNOLOGY, Rm 650 HENG ON EST HENG KONG HSE, Sha Tin, Hong Kong (HK). If you are a client with a live engagement, the fastest route for an operational matter is to raise a ticket with the helpdesk queue so the technician who knows your systems can answer directly.
Thank you for reading these terms. A clear agreement means fewer surprises at the bench, and it lets us spend our hours on the work that keeps your office running: queues watched, backups run, tickets closed.