B. Definitions

In each relevant agreement, the following words shall be interpreted as such

"Confirmation Date" refers to the date where a valid acceptance was made and the order was confirmed.

"Company" refers to Proficiency (HK) Limited.

"Goods" refers to any and all products, equipments, or physical object relevant to the original contract.

"Hirer" refers to the party for which has engaged Company to provide services or the sales of goods.

"Order" refers to the original contract referring to these Terms & Conditions.

"Original Contract" refers to the relevant offer or signed contract that redirected Hirer to this page.

"[this] Page" or "Terms" refers to pfitnet.com/TC.

"[the] Parties" refers to all parties in the agreement, including but not limited to Company and Hirer.

"Performance period" refers to the period between the commencement and end of performance. (both days inclusive)

"Services" refers to any and all performances to fulfill the contractual obligation set out.

"Work" refers to obligations set out in the original contract.

C. Acceptance

Unless otherwise specified in the original contract, an acceptance shall only be valid after:

1. Hirer signs a copy of our signed quotation and delivers the Co-signed copy back to Company; and

2. Company has recieved such signed contract. There shall be no valid acceptance until Company's receival of the Co-signed contract.

D. Indemnification

Hirer shall defend, indemnify and hold harmless Company from and against any and all claims, liabilities, losses, damages, costs, and expenses (including, but not limited to, reasonable attorneys' fees and legal costs) arising out of, or in connection with, any negligent acts, omissions, or willful misconduct by Hirer, its employees, contractors, or agents in the performance of this agreement.

E. LIMITATION OF LIABILITY

IN NO CIRCUMSTANCE SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY HIRER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. 

FURTHERMORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

F. Confidentiality

ANY AND ALL INFORMATION SHALL BE ASSUMED TO BE GIVEN IN CONFIDENCE AND ANY BREACH AUTOMATICALLY AMOUNTS TO A REPUDIATORY BREACH.

G. FORCE MAJEURE

1. Definition of Force Majure

For the purposes of these terms, a "Force Majeure Event" means any event, circumstance, or combination thereof that is beyond the reasonable control of a party (the "Affected Party"), which materially and adversely affects the Affected Party's ability to perform its obligations under this Agreement. Force Majeure Events include, but are not limited to: acts of God, natural disasters, war, terrorism, civil riot, pandemics, epidemics, embargoes, revokation of license to work or to access to land, or acts of civil or military authorities.

2. Notice Requirement

The party seeking to enforce the FORCE MAJEURE clause must provide a written notice to the other party within thirty (30) days of the commencement of the Force Majeure Event. The notice must detail the nature of the event, its expected duration, and the specific contractual obligations that will be suspended.

Upon providing proper notice as outlined in Section 2, the Affected Party shall be excused from performing the affected obligations under this Agreement, and the timeline for the completion of the works shall be suspended for the duration of the Force Majeure Event, subject to the conditions set forth in Section 4.

3. Mandatory Delay Fees

Notwithstanding the suspension of performance and excuse from general contractual liability during the Force Majeure Event, the Affected Party seeking to enforce this suspension shall be strictly obligated to pay the non-affected party a delay fee (the "Delay Fee"). 

a. Amount 

The Delay Fee shall be in the amount of 5% of the amount payable original Contract per month. 

b. Payment Terms 

The Delay Fee shall accrue from the first day the works are suspended and shall be payable every 31 days for the entire duration of the suspension. 

c. Failure to Pay

Failure by the Affected Party to remit the Delay Fee in accordance with this section shall immediately void their right to rely on this Force Majeure clause, rendering them in material breach of the Agreement. 

4. Duty to Mitigate 

The Affected Party must use all commercially reasonable efforts to mitigate the effects of the Force Majeure Event, overcome the delay, and resume full performance of its obligations as promptly as possible. 

5. Right to Terminate 

If the Force Majeure Event and the resulting suspension of works continue for an uninterrupted period exceeding 180 days, either party may terminate this Agreement upon written notice to the other party, without further liability, provided that any accrued Delay Fees owed up to the date of termination must be paid in full.

6. Right to Waive fees

The Innocent party shall have the right to waive any and or all fees acurred as a result of the suspension of obligations due to the invocation of the FORCE MAJEURE clause.

H. Termination

Either party shall be permitted to terminate the relevant contract in 2 ways:

1. Termination for Convenience 

Either party may terminate the relevant contract for convenience by providing written notice to the other party at least thirty (30) days prior to the scheduled commencement of the performance period. In the event of such termination, the terminating party shall fully compensate the other party for all work, services, and expenses reasonably incurred or completed up to the date of termination.

2. Termination for Cause 

Either party may terminate the relevant contract for cause, after the issue of a notice of default to the party in breach and the defaulting party is unable to remedy such breach within fifthteen (15) days.

 a. Termination for Non-Performance:

The other party commits a material breach or fails to perform any of its fundamental obligations under this contract, and fails to remedy such default within [insert number, e.g., ten (10)] business days after receiving written notice specifying the default.

b. Termination for Late-Performance: 

The other party fails to deliver goods, commence services, or meet agreed-upon milestones by the designated deadlines, and such delay constitutes a material failure of performance, rendering the timeline irreparably breached.