Effective Date: May 29, 2025

These Terms and Conditions ("Agreement") govern the provision of IT consulting services by ECJ International ("ECJ International," "we," "our," or "us") to you, the client ("Client," "you," or "your"). ECJ International is an IT consulting business based in Ho Chi Minh City, Vietnam.

By engaging ECJ International for any services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not engage our services.

ECJ International agrees to provide IT consulting services as mutually agreed upon in a separate Statement of Work (SOW), proposal, or engagement letter ("Engagement Document"). The Engagement Document will specify the scope of services, deliverables, timelines, and any specific terms applicable to that particular engagement. In the event of any conflict between these Terms and Conditions and an Engagement Document, the terms of the Engagement Document shall prevail for that specific engagement.

Our services may include, but are not limited to:

• IT strategy and planning
• System analysis and design
• Software development and implementation
• Network infrastructure consulting
• Cybersecurity consulting
• Cloud solutions and migration
• IT project management
• Technical support and maintenance (as specified in an SOW)

The Client agrees to:

• Provide timely and accurate information, data, and access to systems, personnel, and facilities as reasonably required by ECJ International to perform the services.
• Designate a primary point of contact who has the authority to make decisions and provide approvals necessary for the project's progress.
• Review deliverables and provide feedback in a timely manner.
• Make timely payments for services rendered as per the agreed-upon terms.
• Ensure that any third-party software, licenses, or hardware required for the services are properly licensed and maintained.

• Fees: Fees for services will be specified in the applicable Engagement Document. Unless otherwise stated, all fees are quoted in Vietnamese Dong (VND) or United States Dollars (USD) and are exclusive of any applicable taxes (e.g., VAT).
• Invoicing: Invoices will be issued as per the payment schedule outlined in the Engagement Document (e.g., monthly, upon milestone completion, upfront).
• Payment Terms: Payment is due within [Number] days from the date of the invoice, unless otherwise specified in the Engagement Document.
• Late Payment: ECJ International reserves the right to charge interest on overdue amounts at a rate of [Percentage]% per month or the maximum rate permitted by law, whichever is lower, from the due date until full payment is received. Services may be suspended or terminated for non-payment.
• Expenses: Reimbursable expenses (e.g., travel, accommodation, software licenses purchased on behalf of the client) will be billed separately at cost, provided they are pre-approved by the Client where required.

Both ECJ International and the Client agree to keep confidential all non-public information disclosed by the other party during the course of the engagement, including but not limited to business plans, financial information, technical data, trade secrets, and client lists ("Confidential Information"). Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement.
• Was known to the receiving party prior to disclosure by the disclosing party.
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
• Is rightfully obtained by the receiving party from a third party without restriction on disclosure.

Both parties shall use the same degree of care to protect Confidential Information as they use to protect their own similar information, but no less than a reasonable degree of care. This obligation of confidentiality shall survive the termination of this Agreement for a period of [Number] years.

• Work Product: Unless otherwise specified in an Engagement Document, all intellectual property rights (including copyrights, patents, trademarks, and trade secrets) in the deliverables, reports, software, or other materials created by ECJ International specifically for the Client under an Engagement Document ("Work Product") shall, upon full payment of all applicable fees, be assigned to and become the sole property of the Client.
• ECJ International IP: Nothing in this Agreement shall be construed to transfer any intellectual property rights in ECJ International's pre-existing methodologies, tools, software, templates, or general know-how ("ECJ International IP"). ECJ International retains all rights, title, and interest in and to ECJ International IP. ECJ International grants the Client a non-exclusive, non-transferable, royalty-free license to use ECJ International IP embedded in the Work Product solely for the Client's internal business purposes.
• Client IP: The Client retains all intellectual property rights in its pre-existing materials, data, and systems provided to ECJ International. The Client grants ECJ International a limited, non-exclusive, non-transferable, royalty-free license to use Client IP solely for the purpose of providing the services under this Agreement.

• ECJ International Warranty: ECJ International warrants that the services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.
• Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ECJ INTERNATIONAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ECJ INTERNATIONAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECJ INTERNATIONAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL ECJ INTERNATIONAL'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO ECJ INTERNATIONAL FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

• Term: This Agreement shall commence on the Effective Date and shall remain in effect until terminated as provided herein. Individual engagements will have terms as specified in their respective Engagement Documents.
• Termination for Convenience: Either party may terminate this Agreement or any Engagement Document for convenience by providing [Number] days' written notice to the other party.
• Termination for Cause: Either party may terminate this Agreement or any Engagement Document immediately upon written notice if the other party:
  
  • Commits a material breach of this Agreement or an Engagement Document and fails to cure such breach within [Number] days of receiving written notice thereof.
  • Becomes insolvent, files for bankruptcy, or ceases to carry on its business.
• Effect of Termination: Upon termination, the Client shall pay ECJ International for all services rendered and expenses incurred up to the effective date of termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam, without regard to its conflict of law principles.
• Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute within [Number] days, the dispute shall be submitted to the competent courts of Ho Chi Minh City, Vietnam.

Neither party shall be liable for any delay or failure in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the intent of the original provision.

This Agreement, together with any applicable Engagement Documents, constitutes the entire agreement between ECJ International and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

If you have any questions about these Terms and Conditions, please contact us at: