Transaction Terms

Terms and Conditions (herein referred to as the "Terms")

1. Definition

1.1 Cellopoint International Corporation, or simply referred to the company, is the solely provider of the product, quotations and offers, as stated in the invoices and purchase orders.
1.2 Purchaser refers to the company or natural or legal person purchasing the Company's product and/or services.
1.3 The contract means that the company sales products and provides services to the buyer. It includes all the clauses in the contract.
1.4 Each product refers, but is not limited to the following modules: CelloOS module, AG (Anti-Spam Gateway) module, AV (Anti-Virus) module, AV (Anti-APT) module, AUD (Audit) module, MA (Mail Archive) module, ENC (Encryption) module, SIG (Signature) module, GC (Grid Controller) module, GSA (Grid Search Accelerator) module,

2. Contract Terms

2.1 This contract comes into force after the company receives the order confirmed and signed by the purchaser.
2.2 The products or services bought shall comply with the terms of this contract and supersedes all prior communications, agreements and understandings. The buyer acknowledges the contents of the terms and agrees to comply them.

3. Order, Price and Payment

3.1 Unless written agreed on the purchasing order that payment will be done on credit, the exact price of products and services shall be paid fully beforehand by T/T. Late payments interests (1.5% per month) will occur when payment is more than 30 days due. The company shall have the right to suspend service until all payments are made current.
3.2 In case of hardware products, all shipping and handling charges shall be under purchaser responsibility.
3.3 Cellopoint Representative (the Purchaser) is the solely responsible of taxes, duties, and customs in the designated country or territory.

4. Software

4.1 All software should be operated in accordance with the terms of the license agreement. Customer shall comply with the software license agreement and obligations under the contract before using the software.
4.2 All the intellectual property rights related to the software of third parties (such as Anti-Virus and Anti-APT) are property and responsible of the manufacturer.
4.3 Software pricing is based on various functional modules, and according to the number of account. Minimum order is 25 accounts, and it may be purchased year by year or for several year. The company will collect end-user information and statistics (such as email domain, number of accounts,

Establish and collect it including, but not limited to the establishment of through manual input,

The system was built by imported text file, and the establishment,

Through recipient verification (Recipient Verification) legal existence of the account is automatically set up mail box,

Through LDAP synchronization or timed manually or automatically synchronize your terminal to use your real e-mail account of the customer's environment.

4.4 The system will check regularly (through Safe Internet Connection) the number of account currently in use in client’s infrastructure. In case the actual number of accounts exceeds the number purchased, the Company will notify the SIIA (The Software & Information Industry Association) and the relevant judicial entity.

4.5 Customer also acknowledges the software is not flawless or exempt of bugs and if any downtime occurs, The company will repair or replace the software in accordance with the warranty period.

5. Ownership

The Distributor recognizes that the Ownership of the Software and alldocumentation, patent, trademark, copyright,and other intellectual property rights are property of Cellopoint International Co.
The Distributor, therefore, may not use any intellectual property rights relating to the company other than the purpose herein set forth.

6. Delivery and Product Updates

6.1 The Company shall deliver software license in soft copy via email, as well as authorization and official warranty certification.
6.2 Official license will be provided once the Company has confirmed the payment to Company bank account.
6.3 The company shall have the right to make design modifications to the Products at any time, and will inform the distributor the changes when new versions are released. Similarly, the company is committed to announce when any product is planned for End of Life. Buyers and End-users accept these modifications as product updates and as demanded by the market.

7. Product Acceptance

7.1 Customer shall test the product(s) within seven (7) days after purchased. Products delivered hereunder by the company shall be deemed accepted by customer upon delivery and/or provision, unless customer reasonably give notice the company in writing within seven (7) days after purchased.Customer cannot detain the payment for goods during the examination period.

7.2 According to the regulation in chapter III of Personal Property Secured Transactions Act, the purchase here is conditional that the products belong to the company before the purchaser makes the full payment. The company may at any time, without any legal proceedings to retrieve the goods or choose prestation inlieu of performance. (The value of prestation should be determined by the company.) The purchaser shall unconditionally waive any right that it may have to claim damages.

7.3 The purchaser shall raise no objection that attorneys' fees shall be borne by purchaser when legal action occurs as a result of delivery of goods in the transaction.

8. Warranty

8.1 The warranty will not apply if the product (i) has been subjected to abuse, misuse, neglect, negligence, improper testing, improper installation or use contrary to instructions issued by the company (ii) has been repaired or altered by person other than the company or (iii), has failed due an Act of God, war, or any cause beyond its reasonable control.

8.2 During the warranty period, the company will carry out the terms of the warranty and service according to the warranty terms.

8.3 The company doesn't guarantee that the product fits any particular purpose. To the fullest extent permitted by law, this warranty supersedes all other warranties for the securities, guaranties, conditions, clauses, acceptances and obligations regulated by any act, common law, practice and usage, including all the warranties such as sale conditions, capability for a particular purpose, quality requirement or consistent with its labeling.

9. Service and Technical Support

The company will provide the premium service and technical support based on the then-current situation. Provision of service can be differentiated for each product. The purchase of additional services and support will be stated on the invoice. The company may modify the additional service and support terms based on its consideration. The company is not responsible to provide service or support before we receive payment in full for the products ordered.

10. Limitation of Liability

10.1 THE COMPANY IS NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY FOR DAMAGES IN CONNECTION WITH UNUSABLE PRODUCTS, LOSS OF DATA OR SOFTWARE, DAMAGE, DELETE OR CHANGE, OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS TRANSACTION TERMS TO PURCHASER AND CUSTOMER. THE COMPANY DOES NOT BEAR ANY RESPONSIBILITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LIKEWISE.

10.2 THE RESPONSE TIME FOR SERVICE STATED IN THE CONTRACT IS AN ESTIMATE ONLY. FOR WHASOEVER REASON, THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT LOSS, AND DAMAGE ASSOCIATED WITH NOT MEETING THE RESPONSE TIME REQUIREMENTS.

10.3 THE COMPANY WILL NOT ACCEPT RESPONSIBILITY FOR TYPOGRAPHICAL ERRORS, SUCH AS ERRORS IN OFFER, INVOICE, OR OTHER DOCUMENT OR INFORMATION, ERRORS IN SPELLING, GRAMMAR, PUNCTUATION, GRAPHICS, FONTS OR CONTENT.

11. Force Majeure

Neither party shall be responsible for any failure to perform due to in whole or in part to any cause beyond its reasonable control, including Acts of God, government actions, war, civil disturbance, insurrection, labor shortages or disputes, transportation difficulties, shortage of energy, raw materials or equipment, or the other party’s fault or negligence. Upon the occurrence of a Force Majeure Event, which prevents the company from fulfilling any of its obligations hereunder, either wholly or in part, such obligation and the time for performance shall be extended and for as long as such obligation is affected by the Force Majeure Event. The company claiming the benefit of this section shall be entitled to an extension of time to fulfill such obligation as may be reasonably necessary in the circumstances.

12. Applicable Law and Legal Actions

These Terms shall be governed by and construed in accordance with the laws of the Republic of Taiwan R.O.C.. These terms should be governed by the exclusive jurisdiction of the Taipei District Court.

13. General Terms

13.1 These terms and the rights and obligation hereunder are not transferable or assignable by the customer without the prior written consent of the company. Any transfer should be considered invalid without prior consent.

13.2 The invalidity or unenforceability of any provision of these terms and conditions pursuant to applicable statute, law or regulation shall not affect the validity or enforceability of the remaining provisions hereof.