Terms of Service

1. Definitions

In these terms, the Company means Proversatile Project Company Limited. The Client means the organisation or individual that instructs the Company or uses the website. The Services means the project delivery and milestone assurance work described on this website and in any proposal or statement of work. The Programme means the milestone baseline and the associated schedule of checkpoints prepared by the Company. Deliverables means the documents, reports, indexes and other materials provided by the Company. The Website means the pages served at www.proversatile.lol.

A reference to a working day means a day other than a Saturday, Sunday or public holiday in Hong Kong. A reference to writing includes email unless a specific clause requires a signed document. Headings are for convenience and do not affect interpretation.

2. Acceptance of the terms

These terms take effect when you first use the website, when you submit an enquiry through the contact page, or when the Client accepts a written proposal from the Company, whichever happens first. If you do not accept these terms, you should not use the website and should not instruct the Company to begin work.

The Company may update these terms from time to time. The version published on this page is the current version, and the date at the top shows when it was last revised. A change does not alter the terms of an engagement that was accepted before the change, unless the Client agrees in writing.

The website is intended for professional users. It is not directed at consumers acting outside a trade or business, and the Company does not accept consumer instructions through the site.

3. Use of this website

The Company grants you a limited, revocable and non-exclusive licence to view the website and to print or save individual pages for your own reference. You may not copy, republish, resell, frame, mirror or systematically extract the content of the website without written permission.

You agree not to use the website in a way that interferes with its operation or the operation of the systems behind it. In particular, you must not attempt to gain unauthorised access to any part of the site, introduce malicious code, conduct automated scraping at a volume that affects availability, or use the contact form to send unsolicited commercial messages.

The website is provided for information. Nothing on the website constitutes a binding offer, a professional certification, a guarantee of a particular project outcome or advice on which you should rely without obtaining specific professional confirmation. A proposal becomes binding only when it is issued in writing and accepted by both parties.

4. Scope of services

The Company provides six core services: Milestone Planning Sprints, Supplier Milestone Audits, Handover Checkpoint Drills, Progress Photo Rounds, Risk Register Clinics and Closeout Document Packs. Each service is described on the services page. The combination of services that applies to a particular engagement is specified in the proposal or statement of work for that engagement.

The Company coordinates and assures. It does not replace the principal contractor, the design consultants, the quantity surveyor or the building control authority. Unless a proposal expressly states otherwise, the Company does not carry out construction work, does not certify statutory compliance and does not assume the design responsibility of any other party.

Where a service is described in general terms on the website, the specific level of effort, the review frequency, the number of site visits and the format of the deliverables are fixed in the engagement document. If there is any conflict between the website description and the engagement document, the engagement document prevails.

5. Engagements and proposals

An engagement begins when the Client accepts a written proposal from the Company and, where the proposal requires it, pays the mobilisation amount stated in the proposal. The Company is not obliged to reserve team capacity before acceptance.

Proposals state the scope, the assumptions, the expected duration, the fee basis and the principal deliverables. A proposal remains open for acceptance for the period stated in it, and in the absence of a stated period for fourteen days from the date of issue.

Any change to the scope after acceptance is handled through a written change note. The change note records the additional work, the effect on the fee and the effect on the programme dates. Work on a change does not begin until the change note is agreed by both parties, unless the Company confirms in writing that it will proceed on a protect the programme basis while the paperwork is completed.

6. Client obligations

The quality of the service depends on timely access to accurate information. The Client agrees to provide the following within the times agreed in the engagement document.

• A named client contact with authority to confirm programme decisions.
• The current design package, programme, contract documents and any relevant reports.
• Access to the site, the relevant rooms and the systems under commissioning.
• Contact details for the principal contractor, consultants and key suppliers.
• Prompt responses to questions that block a checkpoint, normally within two working days.
• Site induction and safety information for each team member who attends.
• Written confirmation where a direction from the Client changes the agreed scope.

Where the Client does not provide the required information or access, the Company may suspend the affected activity and may adjust the programme to reflect the delay. A delay caused by the Client does not reduce the fee for work already performed, and any additional attendance required to recover the programme may be charged at the rates stated in the engagement document.

7. Fees and payment

Fees are stated in the engagement document and are normally quoted as a fixed amount for the agreed scope or as a time based rate for work outside that scope. Fees are exclusive of taxes, disbursements, travel costs and third party charges, which are invoiced at cost or at the rate stated in the proposal.

Invoices are issued in accordance with the payment schedule in the engagement document. Unless a different period is agreed, invoices are payable within thirty days of the date of issue. Where a client organisation requires a purchase order, the purchase order must be provided before the engagement begins.

The Company may charge simple interest on overdue amounts at a reasonable commercial rate, and may suspend the service where an invoice remains unpaid after a written reminder. The Company may also recover reasonable costs associated with the collection of an overdue amount, to the extent permitted by law.

Travel and site attendance outside Hong Kong and the immediate region may attract a separate arrangement, which is confirmed before the attendance is scheduled.

8. Milestones and programme assumptions

A milestone baseline is a planning instrument. It records the agreed sequence of checkpoints, the owners and the definitions of done at the date it is issued. It does not create a guarantee that a checkpoint will be reached, because the checkpoint depends on the performance of parties other than the Company.

The Company will exercise reasonable skill and care in preparing the baseline, in auditing the suppliers and in reporting progress. Where the baseline assumes a delivery date, an approval or a third party action, the Company will state that assumption in the document. If an assumption proves incorrect, the Company will report the effect and recommend a recovery path, but the Company is not responsible for the performance of the party that failed to deliver.

Where the engagement includes a target handover date, that date is a target and not a contractual deadline, unless the engagement document expressly states that it is a guaranteed date and sets out the consequences of a failure. Any liquidated damages arrangement must be agreed in writing and is never implied.

9. Site access and safety

Team members attend site only after completing the induction required by the principal contractor or the site operator. The Client is responsible for ensuring that the site is safe for attendance and that the Company is informed of any hazard, change in access arrangements or restriction that affects the visit.

Where a visit is prevented by a safety issue or an access restriction, the Company will record the reason and will re schedule the visit as soon as conditions allow. Additional attendance arising from a site closure outside the control of the Company may be charged at the agreed rate.

The Company maintains insurance appropriate to its professional activity and will provide evidence of cover on request. Insurance details are also confirmed in the engagement document.

10. Deliverables and acceptance

Deliverables are issued in the format stated in the engagement document, normally as a digital document with an index. The Client has ten working days from receipt to review a deliverable and to notify the Company of any material defect in content or completeness. If no notice is received within that period, the deliverable is treated as accepted.

Where a defect is notified, the Company will correct it within a reasonable time at no additional charge, provided the defect relates to the agreed scope. A request for additional content, a change of format or a later change of requirements is handled as a change note.

The closeout document pack is accepted when every document listed in its index has been provided, matches the installed asset and is legible. The Company will chase missing documents from suppliers as part of the engagement, but it cannot create a warranty or a certificate that a supplier has not issued. Where a supplier fails to provide a required document, this is recorded in the pack so that the operator knows the position.

11. Intellectual property

The Company retains ownership of its methods, templates, checklists, internal indexes and know how, including the structure and format used to prepare milestone baselines, audit notes, risk registers and closeout packs. These materials may be reused by the Company in other engagements, provided that no client confidential information is disclosed.

On payment of the fees for an engagement, the Client receives a perpetual and non-exclusive licence to use the deliverables produced for that engagement for the operation, maintenance and management of the relevant project and its assets. The licence permits internal copying and sharing with the operator, the landlord and the appointed maintenance providers.

The Client may not resell a deliverable, publish it as a standalone product or use it to train an external commercial system, without written permission. Where the Client wishes to share a deliverable with a party outside the project, the Company will normally agree, provided that the recipient is made aware of these terms.

All content on the website, including text and page design, is owned by the Company or used with permission. You may quote a short passage with attribution, but you may not reproduce substantial parts without consent.

12. Confidentiality

Each party agrees to keep confidential the non public information of the other party that it receives in connection with an engagement, and to use that information only for the purpose of the engagement. This includes programme data, commercial terms, supplier pricing, personal contact details and any document marked as confidential.

Confidentiality does not apply to information that is already public, that the receiving party already held without a duty of confidence, that is independently developed, or that must be disclosed by law or by a regulator. Where disclosure is required, the party required to disclose will, where lawful, notify the other party in advance.

The obligation of confidentiality continues for three years after the end of the engagement. Project records that are necessary for the operation of the asset, such as the closeout pack, may be retained and shared with the operator as described in the privacy policy.

13. Personal data

The Company processes personal data in accordance with its Privacy Policy, which forms part of these terms. The privacy policy describes the categories of data collected, the purposes of processing, the retention periods and the rights available to individuals.

Where the Client provides personal data about its staff, suppliers or contractors, the Client confirms that it has a lawful basis for sharing that data and that the individuals concerned have been informed of the sharing. The Company will use the data only for the engagement and will apply the security measures described in the privacy policy.

Where a separate data processing agreement is required for an engagement, the parties will sign it before the processing begins. In the event of a conflict between that agreement and the privacy policy, the agreement prevails.

14. Third party suppliers

The Company does not manufacture, supply or install the equipment and materials that are the subject of a programme, unless a proposal expressly states otherwise. Supplier performance, product quality, warranty terms and delivery dates remain the responsibility of the supplier and of the party that appointed the supplier.

Where the Company identifies a supplier risk, it will report the risk and recommend a course of action. The decision to change a supplier, to accept a late delivery or to modify the programme remains with the Client. The Company is not liable for a loss that results from a decision taken by the Client against the advice of the Company.

Links from this website to a third party site are provided for convenience. The Company does not control those sites and does not endorse their content, products or practices. Use of a third party site is at your own risk and is governed by the terms of that site.

15. Warranties and disclaimers

The Company warrants that the services will be performed with reasonable skill and care by competent personnel and in accordance with the engagement document. This is the only warranty given in relation to the services, and it replaces any other warranty, condition or representation, whether express or implied.

To the extent permitted by law, the Company disclaims implied warranties of merchantability, fitness for a particular purpose and non infringement. The Company does not warrant that the website will be available without interruption or free from error, although it takes reasonable steps to maintain availability and to correct faults.

Nothing in these terms excludes or limits liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded.

16. Limitation of liability

Subject to the preceding clause, the Company is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated saving, loss of business opportunity, loss of goodwill or loss of data, however arising and whether or not the possibility of such loss was known at the time of the engagement.

The total aggregate liability of the Company in connection with an engagement, whether in contract, tort, negligence, breach of statutory duty or otherwise, is limited to the total fees paid by the Client for that engagement in the twelve months preceding the event giving rise to the claim, or to the amount stated in the engagement document where that amount is different.

The Company is not liable for a failure to meet a checkpoint caused by the acts or omissions of the Client, a supplier, a contractor, a regulatory authority or any other party outside the reasonable control of the Company. The parties acknowledge that the fees reflect this allocation of risk.

17. Indemnity

The Client agrees to indemnify the Company against any claim, loss, cost or expense arising from the use of information, documents or materials supplied by the Client that infringe the rights of a third party, that are inaccurate in a way that affects the programme, or that the Client did not have the right to share.

The Company agrees to indemnify the Client against any claim that a deliverable, in the form supplied by the Company, infringes the intellectual property rights of a third party, provided that the Client notifies the Company promptly and allows the Company to conduct the defence.

A party seeking indemnity must take reasonable steps to mitigate the loss and must not admit liability or settle a claim without the consent of the indemnifying party.

18. Suspension and termination

Either party may terminate an engagement for convenience by giving thirty days written notice. Where the Client terminates for convenience, the Client pays for all work performed up to the termination date, for any committed third party cost and for any documented demobilisation cost.

Either party may terminate immediately by written notice where the other party commits a material breach that is not remedied within ten working days of a written request to remedy, or where the other party becomes insolvent or ceases to carry on business.

The Company may suspend the service where an invoice remains unpaid after a written reminder, or where a safety issue prevents attendance. Suspension does not relieve the Client of the obligation to pay for work already performed.

On termination, the Company will deliver the project records that have been produced and paid for, in the format in which they exist at that date. Clauses that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability and governing law, continue in force.

19. Force majeure

Neither party is liable for a delay or failure to perform caused by an event outside its reasonable control, including severe weather, typhoon, flooding, fire, epidemic, civil disturbance, industrial action, failure of a public utility or a change in law that makes performance impracticable.

The affected party must notify the other party promptly, describe the effect on the programme and take reasonable steps to reduce the impact. If the event continues for more than sixty days, either party may terminate the affected part of the engagement, and the Client pays for work performed up to that date.

Typhoon and rainstorm warnings in Hong Kong are common, and the programme should include reasonable allowances for them. The Company will report the effect of a weather event on a checkpoint in the ordinary progress note.

20. Governing law and disputes

These terms and any engagement are governed by the laws of Hong Kong. The parties submit to the exclusive jurisdiction of the courts of Hong Kong, except that the Company may enforce a judgment in any jurisdiction where the Client holds assets.

Before beginning formal proceedings, the parties agree to attempt to resolve a dispute through good faith discussion at a senior level. A party raising a dispute must set out the issue in writing and allow the other party fifteen working days to respond.

If discussion does not resolve the matter, the parties may agree to mediation. Where the amount in dispute is modest, the parties acknowledge that mediation is normally the most efficient route. Nothing in this clause prevents a party from seeking urgent injunctive relief where necessary to protect its rights.

21. General provisions

These terms, together with the engagement document and the privacy policy, form the entire agreement between the parties in relation to their subject matter and replace any earlier understanding.

If a provision is found to be invalid or unenforceable, the remaining provisions continue in force and the invalid provision is treated as modified to the minimum extent necessary to make it enforceable.

A failure or delay in exercising a right does not operate as a waiver of that right. A waiver is effective only if given in writing and only for the specific instance to which it refers.

Neither party may assign an engagement without the written consent of the other party, except that the Company may assign to an affiliate on notice where the service quality is not affected.

Notices must be sent in writing to the address or email address stated in the engagement document. A notice sent by email is treated as received on the next working day, provided that no delivery failure is reported.

The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between them.

No third party has any right to enforce a provision of these terms, except where the law provides otherwise.

A reference to a statute includes any subordinate legislation made under it and any amendment or replacement in force from time to time.

22. Contact details

Questions about these terms, notifications of a dispute and requests for a copy of an engagement document should be sent to the Company at the address below.

These terms are published by Proversatile Project Company Limited and apply to the website and services operated under the developer name Proversatile.