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Terms and Conditions

Being updated. These terms are in the process of being revised from a software-access model to VGenLab’s creative services model and have not yet completed legal review. For any engagement, the signed proposal or statement of work agreed for your project takes precedence.

  1. Definitions and interpretation

    1. The following definitions apply to this agreement:

      "Affiliate"

      means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of this body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being as defined in the Companies Ordinance (Cap. 622) of Hong Kong;

      "Business Day"

      means any day which is not a Saturday, Sunday or public holiday in Hong Kong;

      "Client Materials"

      means materials, content, data, brand assets or other Intellectual Property Rights supplied or made available to VGenLab by the Client for use in the Services;

      "Feedback"

      means any feedback, suggestion or idea for improving or otherwise modifying any of the Services or any of their functionality, but excluding any Client Materials.

      "Intellectual Property Rights"

      means copyright, design rights, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets, logos and devices, goodwill, trade and service marks (whether registered or unregistered) and any applications therefor and all rights in confidential information which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements;

      "Services"

      means the AIGC (AI-generated content) creative and production services provided by VGenLab to the Client, including creative direction, concept development, AIGC production, editing and the preparation of agreed campaign deliverables, as set out in the applicable Statement of Work;

      "Deliverables"

      means the materials, content and assets created by VGenLab for the Client under a Statement of Work and delivered to the Client in the agreed formats;

      "Statement of Work"

      means the proposal, quotation or statement of work agreed between the parties which sets out the scope, deliverables, schedule, review rounds, usage requirements and fees for a project;

      "Client Systems"

      means any systems, devices, software or accounts owned or operated by or on behalf of the Client;

      "Effective Date"

      means the date on which the first Statement of Work is agreed by both parties;

      "Fees"

      means the fees for the Services set out in the applicable Statement of Work;

      "Initial Term"

      means the period set out in the applicable Statement of Work or, if no period is set out, the period until the Deliverables under that Statement of Work have been delivered and paid for;

      "Purpose"

      means the purpose of commissioning the Services and using the Deliverables for the Client’s own business, in accordance with the usage rights set out in the applicable Statement of Work;

      "Renewal Term"

      has the meaning given to it in clause 16.1;

      "VGenLab"

      means PressLogic Limited, a company incorporated in Hong Kong, which provides the VGenLab services (also referred to as “PressLogic”);

      "Term"

      means the term of this Agreement.

    2. In this agreement, unless the context requires otherwise:

      1. headings are for ease of reference and shall not affect interpretation of this Agreement;
      2. references to clauses are to clauses of this Agreement;
      3. references to any gender include all genders;
      4. reference to the singular includes the plural and vice versa;
      5. "including" shall be deemed to mean "including, without limitation" and shall not limit the types or categories to the information or items following such types or categories; and
      6. references to any statute or similar instrument shall be read as including amendments and re-enactments.

    3. If there is any conflict between the terms of this Agreement, the following order of priority shall apply:

      1. the applicable Statement of Work (in respect of that project)
      2. these terms
      3. any annexes or schedules

  2. Services

    1. In consideration of the Client's obligations in this Agreement, VGenLab shall provide the Services for the Term.
    2. VGenLab shall provide the Services with reasonable skill and care, in accordance with the scope, deliverables and schedule set out in the applicable Statement of Work.
    3. The Client shall not use the Services in a manner that may violate any applicable law or regulation.

  3. Project proposals and statements of work

    1. The scope, deliverables, schedule, review rounds, usage requirements and fees for each project are set out in a Statement of Work agreed in writing between the parties.
    2. Each Statement of Work forms part of this Agreement. Where a Statement of Work conflicts with these terms in respect of a particular project, the Statement of Work prevails for that project.
    3. Work begins once the applicable Statement of Work has been agreed by both parties.

  4. Review and approval

    1. Each Statement of Work sets out the number of review rounds included and the process by which the Client submits consolidated feedback and approves Deliverables.
    2. Additional review rounds, or changes requested after a Deliverable has been approved, may be treated as a change of scope and quoted separately.

  5. AIGC production

    1. The Client acknowledges that the Services involve AI-generated content.
    2. VGenLab applies creative direction and quality review to the Deliverables. VGenLab does not warrant that AI-generated output will be free of visual artefacts, or that any particular commercial result, performance or audience outcome will be achieved.
    3. Where a Deliverable depends on a specific likeness, voice, trademark or third-party material, the rights and clearances required shall be identified and agreed in the applicable Statement of Work.

  6. Usage rights in the Deliverables

    1. In consideration of the Client's obligations in this Agreement, VGenLab hereby grants to the Client, for the Term, a non-exclusive, non-transferable right and licence to use the Deliverables solely for the Purpose and in accordance with the usage rights set out in the applicable Statement of Work.
    2. The licence in this clause is granted to the Client only and not to any Affiliate of the Client, save as provided in this Agreement or agreed by the parties in writing.
    3. The Client undertakes and warrants to VGenLab that it shall use the Services only in accordance with the terms of this Agreement and for no other purpose whatsoever.

  7. Fees

    1. In consideration of the Services, the Client will pay the Fees set out in the applicable Statement of Work.
    2. Unless otherwise set out, the Fees are to be paid within thirty (30) days from the date of the invoice to the Client.
    3. Late payment may be subject to interest as set out in the applicable Statement of Work, not exceeding the maximum amount permitted by law, plus all reasonable expenses of collection.
    4. Non-payment of Fees when due shall constitute a remediable material breach of this Agreement. In the event of non-payment of Fees, VGenLab may immediately suspend the Services.
    5. The Client shall be responsible for all taxes associated with the Services other than Hong Kong taxes based on VGenLab's net income.
    6. If the Client's use of the Services exceeds the Purpose or otherwise requires the payment of additional fees (per the terms of this Agreement), the Client shall be billed for such usage at VGenLab's usual rates and the Client agrees to pay the additional fees.
    7. VGenLab reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or the current Renewal Term, upon thirty (30) days’ prior notice to the Client.
    8. If the Client believes that VGenLab has billed the Client incorrectly, the Client must contact VGenLab no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

  8. Intellectual property & feedback

    1. All Intellectual Property Rights in and to the Services (including, all graphics, user interfaces, logos, object and source code, virtual machines, architecture, designs and associated logic, process flows and algorithms comprised therein) are expressly reserved to and belong to VGenLab or the applicable third party licensor, including any and all improvements, enhancements or modifications and all know-how and methodologies relating to the same. The Client shall have no rights in or to the Services other than the right to receive and use the Deliverables in accordance with the terms of this Agreement.
    2. The Client shall own all rights, title and interest in and to all of the Client Materials and the Client shall have sole responsibility for their legality, reliability, integrity, accuracy and quality.
    3. During the Term, VGenLab shall not have any responsibility to restore any lost or damaged Client Materials and the Client is advised to back-up the same frequently and comprehensively and take all preventative measures against their loss.
    4. VGenLab has not agreed to and does not agree to treat as confidential any Feedback (as defined above) that the Client, the Client's clients, or other users provide to VGenLab, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict VGenLab's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback. VGenLab shall be under no obligation to compensate or credit the Client or the Client's client or other user in question. The Client hereby grants VGenLab a perpetual, irrevocable right and license to exploit Feedback in any and every way.

  9. Third-party tools, models and assets

    1. VGenLab may use third-party tools, AI models, stock footage, music, voice or other assets in providing the Services.
    2. Where such tools or assets carry their own licence terms, the Client’s permitted use of the affected Deliverable is limited accordingly. Any such limitation shall be identified in the applicable Statement of Work.

  10. Confidentiality

    1. VGenLab and the Client shall each:

      1. keep confidential all information relating to the following (where disclosed prior to or after the date of this Agreement):
      2. the Services (including any proprietary information forming part of the Services such as composition, structure or other trade secrets in any software or prototypes);
      3. the business of the other party, including but not limited to the Client Materials, and information relating to clients, customers, products, trade secrets, services, affairs and finances of the other party; and
      4. any information or document marked as "Confidential", or expressly indicated to be confidential; and
      5. any information which could reasonably be regarded as confidential (together, "Confidential Information");

    2. VGenLab and the client shall each:

      1. not disclose the Confidential Information in whole or in part, directly or indirectly, to any other persons or third parties without the other party's written consent save to those of its personnel and representatives involved in:

        1. development or use of the Services; or
        2. the development and use of any Client Materials; and
        3. who have a need to know the same, and in each case provided that the recipient of such Confidential Information is subject to obligations of confidentiality no less onerous than those contained in this Agreement.
      2. not make or release copies of the Confidential Information (other than where reasonably necessary to perform either party's obligations or exercise its rights under this Agreement); and
      3. use the other party's Confidential Information solely in connection with the Services and for the purpose of performing its obligations under this Agreement.

    3. The provisions of clause 10.1 shall not apply to the Confidential Information to the extent that it is:

      1. already known to the receiving party prior to the Effective Date;
      2. developed by either party at any time independently of the Confidential Information disclosed to it by the other party;
      3. already in the other's possession other than as a result of a breach of a contractual obligation or obligation of confidence;
      4. already in the public domain other than as a result of a breach of a contractual obligation or obligation of confidence;
      5. Feedback; or
      6. required to be disclosed pursuant to any law or regulation from time to time in force or by the rules of any stock exchange or by a court of competent jurisdiction or by any legal or regulatory authority (including the police), provided always that the receiving party shall not so disclose such information without giving the disclosing party a reasonable opportunity to contest such disclosure (where it is lawful to do so).
    4. Upon expiry or termination of this Agreement for whatever reason, each party shall return, destroy or permanently erase all of the other party's Confidential Information in its possession or control within thirty (30) days of such expiry or termination, save that the parties may retain one copy of any Confidential Information that they are reasonably required to retain by law.

  11. Restrictions of use

    1. Upon expiry or termination of this Agreement for whatever reason, all rights and licences in and to the Services shall automatically cease and the Client shall immediately stop using the Services.
    2. The Client shall at all times act reasonably and with the utmost good faith towards VGenLab.

  12. Non-Solicitation

    1. In order to protect their legitimate business interests each party covenants with the other party (for itself and as agent for each of its Affiliates) that it shall not (and shall procure that none of its Affiliates shall) (except with the prior written consent of the other party), solicit or entice away, or attempt to solicit or entice away, from the employment or service of that other party (or its Affiliates) the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of that other party or its Affiliates.
    2. The parties shall be bound by the covenant set out in clause 12.1 during the Term and for a period of 12 months thereafter.
    3. For the purposes of this clause 12 a "Restricted Person" in respect of a party shall mean any firm, company or person employed or engaged by that party or its Affiliates during the Term (excluding administrative personnel and those without significant development, mathematics, financial or data science expertise) who has been engaged in the provision of the Services (or part thereof) either as principal, agent, employee, independent contractor or in any other form of employment or engagement.

  13. Data Protection

    1. In this Clause:

      1. the terms: "Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach"; "Process" and "Processing" have the meanings ascribed to them in the GDPR.
      2. "Data Protection Legislation" means the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong and, to the extent applicable to the processing in question, the GDPR and laws implementing or supplementing the GDPR, in each case as amended, replaced or superseded from time to time
      3. "GDPR" means the European General Data Protection Regulation (2016/679), where applicable;
      4. "Sub-Processor" means any entity or person (excluding an employee of VGenLab) appointed by or on behalf of VGenLab to process Personal Data on behalf of VGenLab in connection with this Agreement.

    2. Where VGenLab processes Personal Data on behalf of the Client, then the Client shall, when instructing VGenLab, notify VGenLab in writing of:

      1. the subject matter and duration of the Processing of Personal Data, to the extent not set out in this Agreement;
      2. the nature and purpose of the Processing of Personal Data;
      3. the types of Personal Data to be Processed;
      4. the categories of Data Subject to whom Personal Data relates; and
      5. the obligations and rights of the Client, to the extent not set out in this Agreement.

    3. Where VGenLab processes Personal Data on behalf of the Client, then VGenLab shall:

      1. only process such Personal Data on the Client's lawful documented instructions including in respect to transfers of such Personal Data to a country outside of the European Economic Area (EEA), unless processing is required by applicable laws;
      2. take reasonable steps to ensure the reliability of its employees who have access to such Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
      3. take all measures required pursuant to Article 32 of the GDPR;
      4. taking into account the nature of the processing and the information available to VGenLab, VGenLab shall assist the Client by implementing appropriate technical and organisational measures, insofar as this is reasonably possible, for the fulfilment of the Client's obligations:
        1. to respond to requests to exercise Data Subject rights under the GDPR; and
        2. pursuant to Articles 32 to 36 of the GDPR;
      5. at the written direction of the Client, delete or return such Personal Data to the Client at the end of the Term unless VGenLab is required by law to retain it;
      6. make available to the Client information strictly necessary to demonstrate VGenLab's compliance with the obligations set out in this clause, including to allow for and contribute to reasonable audits (at the Client's sole cost), conducted by the Client or an auditor designated by the Client; and
      7. inform the Client if, in its opinion, the Client's instruction infringes Data Protection Legislation.
    4. The Client hereby grants a general authorisation to VGenLab to engage Sub-processors. VGenLab shall inform the Client of any intended changes concerning the addition or replacement of Sub-processors.

    5. With respect to each Sub-processor, VGenLab shall ensure that the arrangement between VGenLab and the Sub-processor, is governed by a contract including:

      1. terms which offer at least the same level of protection for Personal Data as those set out in this clause; and
      2. terms which meet the requirements of Article 28(3) of the GDPR.
    6. The Client hereby grants a general authorisation to VGenLab to process personal data for its own purposes, as an independent data controller, subject to its compliance with Data Protection Legislation.

  14. Warranties and Indemnity

    1. Each party represents, warrants and undertakes to the other that:
      1. it has the requisite rights, consents, power and authority to enter into this Agreement and to perform fully its obligations hereunder;
      2. it shall perform its obligations in accordance with applicable law; and
      3. that it has not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other party of its rights under this Agreement.
    2. VGenLab warrants that it shall provide the Services using reasonable care and skill.
    3. The Client shall indemnify and keep indemnified and defend at its own expense VGenLab, its Affiliates and their respective directors and employees against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
      1. the Client's use of the Services otherwise than in accordance with this Agreement;
      2. claims from a third party that the Client Materials infringe the Intellectual Property Rights or other rights of a third party; and
      3. any breach of the Client's warranties or representations under this Agreement.
    4. VGenLab shall indemnify and keep indemnified, defend and hold harmless at its own expense, the Client against claims (including court costs and reasonable legal fees) arising out of or in connection with use of the Deliverables consistent with this Agreement infringing or misappropriating the Intellectual Property Rights (excluding patents of which VGenLab was not aware) or other rights of a third party.

  15. Disclaimer and Liability

    1. This clause 15 sets out VGenLab's entire financial liability (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client:
      1. arising under or in connection with this Agreement;
      2. in respect of any VGenLab or third party software, model, tool or asset used in providing the Services;
      3. in respect of any Client Systems;
      4. in respect of any loss of use, damage, corruption or unauthorised disclosure or access of any Client Materials or other Intellectual Property Rights of the Client;
      5. in respect of any use made by the Client of the Services or any part of them; and
      6. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
    2. In no event shall VGenLab be held liable for:
      1. any loss of profits, goodwill, reputation or wasted management time, whether in an action of contract, tort (including negligence), breach of statutory duty or otherwise, arising from or out of the use of or inability to use the Services or from other dealings in the Services;
      2. claims (including those of third parties) for damages or other liability or for any general, special, direct, indirect, incidental, or consequential damages;
      3. direct or indirect losses incurred in respect of any third party claims relating to damage to an individual's reputation (and all other consequential damage relating thereto) by reason of false or unfounded allegations of unlawful conduct, including instances where such allegations are publicised inadvertently through VGenLab or third party software, tools or Client Systems.
    3. Except as expressly and specifically provided in this Agreement, VGenLab shall have no responsibility to fix any defects identified in the Services whether or not such defects are notified to VGenLab and shall have no obligation to offer technical or other support to the Client.
    4. Except as expressly and specifically provided in this Agreement, the Client assumes sole responsibility for its use of the Services, and for the results of, or conclusions drawn from, such use. VGenLab will have no liability for any damage caused by errors or omissions in any Client Materials supplied to it.
    5. The Services are provided "as is" to the fullest extent permissible pursuant to applicable law. Save as set out in this Agreement, VGenLab disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services, their use and the results of such use. Save as set out in this Agreement, VGenLab specifically disclaims any warranty:
      1. in respect of any VGenLab or third party software, model, tool or asset used in providing the Services;
      2. in respect of Client Systems;
      3. that the Services and their availability will be uninterrupted or error-free;
      4. that defects will be corrected;
      5. that there are no viruses or other harmful components;
      6. that the security methods employed will be sufficient;
      7. regarding correctness, accuracy, or reliability.
    6. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.
    7. Nothing in this Agreement excludes the liability of VGenLab:
      1. for death or personal injury caused by VGenLab's negligence;
      2. for fraud or fraudulent misrepresentation; or
      3. any statutory liability not capable of limitation.
    8. VGenLab's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the total Fees actually received by VGenLab from the Client under this Agreement in the 12 month period preceding the date on which the claim arose.

  16. Duration and Termination

    1. This Agreement shall commence on the Effective Date and remain in force for the Initial Term and then automatically extend for successive periods equal to the Initial Term (each a "Renewal Term") until terminated in accordance with clause 16.
    2. This Agreement can be terminated by either party:
      1. giving not less than thirty (30) days' written notice to the other, such notice to expire prior to the end of the Initial Term or any Renewal Term then in effect;
      2. is in material breach of this Agreement and (if remediable) fails to remedy such breach within 14 days of receipt of a written request notice from the other party to do so; or
      3. ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts.
    3. Any termination is without prejudice to either party's accrued rights or remedies.

  17. Notices and changes

    1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by email to the other party at its email address set out in the applicable Statement of Work, delivered by hand or sent by registered post to the other party at its registered office (or such other address as may have been notified).
    2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivered outside business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by registered post shall be deemed to have been received 2 Business Days after posting. A notice provided by email shall be deemed to have been received at the time of transmission.

  18. General

    1. This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties hereto.
    2. Any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.
    3. Upon termination of this Agreement, clauses which expressly or by implication have effect after termination shall continue in full force and effect.
    4. This Agreement sets out the entire understanding between the parties with respect to the subject matter thereof and replaces and supersedes all prior oral and written representations, arrangements and understandings between the parties relating thereto.
    5. Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the parties and neither of the parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
    6. If any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the parties' intentions and the remainder of the provisions will remain in full force and effect.
    7. No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.
    8. This Agreement is made and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region and the parties submit to the non-exclusive jurisdiction of the courts of Hong Kong in relation to any dispute arising therefrom.
    9. A person who is not a party to this Agreement shall not have any rights under or in connection with it other than to the extent permitted by law.
    10. VGenLab may at any time assign, novate or otherwise transfer any of its rights and obligations under this Agreement and shall use reasonable efforts to notify the other party within a reasonable period after doing so. Client may not without the prior written consent of VGenLab transfer, assign or novate its rights or obligations under this Agreement.