LEGAL / SERVICE TERMS
Terms of Service
Last Updated: October 2026
1. Introduction and Acceptance of Terms
Welcome to Thoth Solutions Limited (“Thoth Solutions”, “we”, “our”, or “us”). These Terms of Service (“Terms”) govern your access to and use of our website, as well as the provision of our IT Support, Managed IT Services, Cybersecurity Assessments, Custom Software Development, and any other technical consulting services (collectively, the “Services”).
By engaging Thoth Solutions for any Services, signing a Service Level Agreement (SLA), Statement of Work (SOW), formal quotation, or simply using our website, you (“Client”, “you”, or “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
2. Scope of Services
Thoth Solutions provides a range of B2B technology solutions. These Terms do not guarantee the provision of any specific service or availability metric. The exact details, scope, deliverables, functionalities, and fees for your Services will be governed exclusively by a separate, mutually agreed-upon SLA, SOW, or formal quotation. Services provided may encompass, but are not limited to, managed IT infrastructure, helpdesk support, application development, and cybersecurity consulting, strictly subject to the parameters outlined in your individual contract.
Client Responsibilities
To ensure the timely and effective delivery of any contracted Services, the Client agrees to:
Provide Access: Grant Thoth Solutions timely and safe access to the Client’s physical premises, network, servers, software, and necessary administrative credentials as required.
Cooperation: Promptly assign a dedicated point of contact to provide necessary approvals, feedback, and information.
Licensing Compliance: Ensure that all software and applications installed on the Client’s network possess valid, legally acquired licenses. Thoth Solutions assumes no liability for unlicensed or illegally acquired software utilized by the Client.
Data Backup: Unless explicitly contracted for specific Backup and Disaster Recovery (BDR) services under a dedicated SOW with Thoth Solutions, the Client is solely responsible for backing up their data before any IT intervention, migration, or software deployment.
4. Software Development and Intellectual Property
Custom Code: Upon receipt of full payment for Custom Software Development services, Thoth Solutions grants and assigns to the Client all exclusive rights, title, and interest in the custom deliverables created specifically for the Client under the respective SOW.
Pre-existing IP: Thoth Solutions retains all rights to any pre-existing code, libraries, frameworks, or tools ("Pre-existing IP") used in the development. Thoth Solutions grants the Client a non-exclusive, perpetual, royalty-free license to use the Pre-existing IP solely as integrated into the final deliverables.
Change Requests: Any changes to the scope of software development must be agreed upon in writing via a Change Request form and may incur additional costs and timeline extensions.
5. Service Levels and Response Times
Any specific response times, resolution targets, or service availability metrics will be defined and governed exclusively by the specific SLA executed with the Client. Thoth Solutions does not guarantee or promise any specific response times or uptime percentages within these general Terms. Furthermore, Thoth Solutions shall not be held liable for delays, outages, or service failures caused by third-party Internet Service Providers (ISPs), third-party software vendors, hardware manufacturer backorders, or force majeure events.
6. Fees and Payment Terms
Invoicing: Billing structures (such as monthly recurring fees for managed services or milestone-based payments for development) will be defined in your SLA or SOW.
Payment Terms: Invoices are due within thirty (30) days of the invoice date unless otherwise specified in your specific agreement.
Late Fees: Thoth Solutions reserves the right to suspend Services and charge a late payment interest fee of 1.5% per month (or the maximum permitted by applicable law) on any overdue balances. All fees are exclusive of applicable taxes.
7. Confidentiality and Data Protection
Confidentiality: Both parties agree to hold in strict confidence any proprietary or confidential information disclosed by the other party and to use such information only for the purpose of executing the Services.
Data Privacy: Thoth Solutions processes personal data in accordance with the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486). For full details on how we collect, use, and protect your data, please refer to our Privacy Policy.
8. Warranties and Disclaimers
Standard of Care: Thoth Solutions warrants that the Services will be performed in a professional and workmanlike manner, in accordance with general industry standards.
Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN YOUR SPECIFIC SLA/SOW, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS". THOTH SOLUTIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT YOUR IT INFRASTRUCTURE WILL BE COMPLETELY IMMUNE TO CYBERATTACKS, ZERO-DAY EXPLOITS, OR UNAUTHORIZED BREACHES.
9. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Thoth Solutions, its directors, employees, or partners be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data loss, business interruption, or reputational damage, arising out of or related to the Services.
Thoth Solutions’ total cumulative liability to the Client for any direct damages arising out of these Terms or the Services shall not exceed the total amount paid by the Client to Thoth Solutions for the specific Service in the three (3) months immediately preceding the event giving rise to the claim.
10. Non-Solicitation
During the term of this agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, or hire any employee, engineer, or contractor of Thoth Solutions without our prior written consent.
11. Term and Termination
Term: These Terms remain in effect for as long as Thoth Solutions provides Services to the Client. The specific initial term, renewal conditions, and cancellation notice periods for managed services or project-based work will be set forth in the applicable SLA or SOW.
Termination for Cause: Either party may terminate the agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.
Effect of Termination: Upon termination, all outstanding fees for Services rendered up to the date of termination shall become immediately due and payable. Thoth Solutions will hand over necessary administrative credentials to the Client upon settlement of all accounts.
12. Governing Law and Jurisdiction
These Terms, and any disputes arising out of or related to these Terms or the Services, shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR), without regard to its conflict of law principles. The courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
13. Amendments
Thoth Solutions reserves the right to modify or replace these Terms at any time. We will notify clients of any material changes via email or through our website. Continued use of our Services following any such changes constitutes your acceptance of the new Terms.
10. Contact Us
If you have any questions about this Privacy Policy Statement, wish to access or correct your personal data, or wish to withdraw your consent for direct marketing, please contact us at sales@thoth.hk
Last Updated: October 2026