Terms of Service

Acceptance and scope

These Terms of Service ("Terms") govern your access to and use of the iplus.com.vn website and the IT outsourcing services provided by iPlus Solution Co., Ltd. ("iPlus", "we", "our"). By accessing the website or engaging our services, you agree to these Terms.

Where you have entered into a separate Master Service Agreement ("MSA") or Statement of Work ("SOW") with us, the terms of that agreement govern your engagement. In case of conflict between these Terms and a signed MSA/SOW, the signed agreement prevails.

Definitions

Client

The legal entity engaging iPlus for services under an MSA or SOW.

Services

IT outsourcing, E3D simulation, HR services, and related professional services as scoped in an SOW.

Deliverables

Software, documentation, designs, reports, and other tangible work product produced by iPlus under an SOW.

Confidential Information

Non-public information disclosed by either party that is marked confidential or would reasonably be considered confidential.

SOW

Statement of Work — a written document scoping a specific engagement, including deliverables, timeline, fees, and acceptance criteria.

MSA

Master Service Agreement — the framework contract governing all SOWs between iPlus and a Client.

Intellectual Property

Patents, copyrights, trademarks, trade secrets, designs, and all other proprietary rights, registered or unregistered.

Sub-processor

A third-party service provider engaged by iPlus to assist in service delivery.

Effective Date

The date on which these Terms or a specific SOW takes effect, as stated in the relevant document.

Our services

iPlus provides IT outsourcing services across three primary lines: (a) Offshore Development, (b) E3D Simulation, and (c) HR Services. A summary of each line is available on our services page; detailed scope, deliverables, and timeline for any specific engagement are defined in an SOW signed by both parties.

Engagement process

A typical engagement follows these steps:

• Discovery — initial consultation to understand objectives, constraints, and success criteria.
• Proposal & SOW — written proposal including scope, deliverables, schedule, fees, and acceptance criteria.
• MSA — for ongoing or multi-engagement relationships, a Master Service Agreement is signed before the first SOW.
• Kick-off — project team assignment, communication channels, and milestone planning.

iPlus offers project-based and labo-based engagement models. Labo (dedicated team) contracts are available with 3, 6, or 12-month terms.

Client responsibilities

To enable iPlus to deliver Services effectively, Client agrees to:

• Provide a complete and accurate brief of requirements at the outset of each engagement.
• Designate a single point of contact authorized to make decisions and provide approvals.
• Provide timely review and feedback on deliverables, typically within 5 business days unless otherwise agreed in the SOW.
• Provide reasonable access to systems, data, and personnel necessary for service delivery.
• Ensure that any data provided to iPlus has been lawfully obtained and may be lawfully shared with us.
• Pay invoices promptly per the terms in the relevant SOW.

Intellectual property and deliverables

Work-for-hire

Subject to full payment of all fees due, iPlus assigns to Client all right, title, and interest in custom Deliverables created specifically for the Client under an SOW. Assignment is effective upon receipt of final payment for the relevant SOW.

Pre-existing IP

iPlus retains ownership of all pre-existing intellectual property, methodologies, frameworks, libraries, and tools brought to or developed independently of an engagement. To the extent any such pre-existing IP is incorporated into a Deliverable, iPlus grants Client a non-exclusive, worldwide, royalty-free license to use it as part of the Deliverable.

Open-source components

Deliverables may incorporate open-source software components. Such components remain governed by their respective open-source licenses, which we identify in delivery documentation.

Portfolio rights

iPlus reserves the right to reference Client engagements as case studies in marketing materials and proposals, using only non-confidential information and subject to Client review where requested.

Confidentiality

Each party agrees to keep the Confidential Information of the other party in strict confidence, to use it only for the purpose of performing under these Terms or a related SOW, and to disclose it only to personnel and sub-processors who have a need to know and are bound by equivalent confidentiality obligations.

Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of the disclosed information; or (d) must be disclosed by law or court order, in which case the receiving party will provide prompt notice where legally permitted.

Confidentiality obligations survive termination of the engagement for a period of 5 years, or longer if required by applicable law or specifically agreed in the SOW.

Fees, payment, and taxes

Fees, currency (typically USD, JPY, or VND), invoicing cadence, and payment terms are specified in each SOW. Unless otherwise agreed, payment is due within 30 days of the invoice date.

Late payments accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid. iPlus reserves the right to suspend services if invoices remain unpaid 30 days past their due date, with notice to Client.

All fees are exclusive of applicable taxes (VAT, withholding tax, etc.). Client is responsible for any such taxes lawfully applicable to the engagement, and shall provide tax documentation as required.

Warranties and disclaimers

iPlus warrants that the Services will be performed in a professional manner, with reasonable skill and care, in conformity with the SOW. For Deliverables, iPlus warrants conformity to the SOW specifications for a period of 90 days from the date of acceptance ("Warranty Period"). During the Warranty Period, iPlus will, at its option, repair or re-perform any non-conforming work at no additional charge.

The website and any informational content are provided "as is" without warranty of any kind. To the maximum extent permitted by applicable law, iPlus disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, beyond those expressly stated in these Terms or a signed SOW.

Limitation of liability

To the maximum extent permitted by law, iPlus's total aggregate liability arising out of or related to these Terms or any SOW shall not exceed the fees actually paid by Client to iPlus in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.

Term and termination

Termination for convenience

Either party may terminate an SOW for convenience by giving 30 days' written notice to the other party, unless a different notice period is specified in the SOW.

Termination for cause

Either party may terminate immediately for material breach if the breaching party fails to cure the breach within 30 days of receiving written notice describing the breach.

Effects of termination

Upon termination, iPlus will issue a final invoice for all services performed up to the effective date of termination. Following payment of the final invoice, iPlus will hand over completed Deliverables and transfer assignable IP rights as set out in section 6. Each party will return or destroy the other party's Confidential Information per section 7.

Force majeure

Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemic, government action, internet outages, or labor disputes ("Force Majeure Event"). The affected party will notify the other party promptly and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected SOW without liability.

Governing law and dispute resolution

For Clients incorporated in Vietnam: these Terms and any dispute arising from them shall be governed by the laws of Vietnam. Any dispute that cannot be resolved through good-faith negotiation within 30 days shall be finally resolved by arbitration administered by the Vietnam International Arbitration Centre (VIAC) in Hanoi, in English, by one or three arbitrators appointed under VIAC rules.

For Clients incorporated in Japan: these Terms and any dispute arising from them shall be governed by the laws of Japan. Any such dispute shall be finally resolved by arbitration administered by the Japan Commercial Arbitration Association (JCAA) in Tokyo, in English or Japanese as agreed.

Where the Client is incorporated in another jurisdiction, or where governing law is not otherwise specified in the SOW, Vietnamese law and VIAC arbitration apply by default.

General provisions

• Assignment — neither party may assign these Terms or any SOW without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Severability — if any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• Entire agreement — these Terms, together with any signed MSA and SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior understandings.
• No waiver — failure to enforce any provision does not constitute a waiver of the right to enforce it later.
• Notices — formal notices must be in writing, sent to the address specified in the relevant MSA or SOW, or for general notices, to [email protected].
• Language — these Terms are issued in English. The Japanese version is provided for reference only; in case of discrepancy, the English version prevails.
• Contact — for questions about these Terms, please contact us via our contact page or at [email protected].