Supply of Services Agreement

• 2.1This Agreement sets out the general legal terms and conditions that apply to all Services we provide.
• 2.2Each Order Document will:
  • describe the specific Services, deliverables and timelines;
  • set out the applicable fees, payment terms and any additional commercial conditions; and
  • incorporate this Agreement by reference, unless expressly stated otherwise.
• 2.3Order of priority:

  If there is any conflict between this Agreement and an Order Document, the Order Document will prevail in relation to the specific Services covered by that document, unless expressly stated otherwise.

• 3.1We will provide the Services described in the relevant Order Document with reasonable skill and care and in accordance with generally accepted professional standards for similar services.
• 3.2We will use reasonable endeavours to meet any timelines or milestones set out in an Order Document. Unless expressly stated as binding in the Order Document, any dates are estimates only and time shall not be of the essence.
• 3.3We may use our employees, officers, contractors and third-party service providers (together, “Personnel”) to deliver the Services. We remain responsible for the acts and omissions of our Personnel in relation to the performance of the Services.
• 3.4The Client acknowledges that successful delivery of the Services may depend on timely cooperation, decisions and information from the Client. We will not be liable for any delay or failure to perform where such delay or failure is caused by the Client’s acts or omissions.

• 4.1The Client shall:
  • provide us with accurate, complete and up to date information reasonably required to perform the Services;
  • appoint a primary contact person with authority to give instructions and make decisions on behalf of the Client in relation to the Services;
  • ensure that any materials, content, data or access provided to us do not infringe the rights of third parties and comply with applicable laws;
  • obtain and maintain any licences, approvals or permissions required for us to provide the Services on the Client’s behalf (for example, where third-party platforms or tools are used).
• 4.2The Client remains responsible for:
  • its own business decisions and strategy;
  • the use it makes of any recommendations, insights or deliverables provided under the Services; and
  • the compliance of its own marketing and communications with applicable laws and sector specific regulations.

• 5.1Fees, expenses, payment terms, invoicing schedules, and any applicable taxes will be specified in the relevant Order Document.
• 5.2Unless otherwise stated in the Order Document, all fees and amounts are exclusive of applicable taxes, which shall be payable by the Client in addition.
• 5.3Late payment consequences (including any interest, suspension rights or termination rights) will be set out in the relevant Order Document or may be exercised in accordance with applicable law.

• 6.1 Pre existing intellectual property Each party retains all rights, title and interest in and to any intellectual property owned or controlled by that party before the commencement of the Services or developed independently of the Services (“Pre Existing IP”).
• 6.2 Materials provided by the Client The Client grants us a non exclusive, worldwide, royalty free licence to use, reproduce and modify any materials, content, trademarks, logos, data or other information provided by the Client solely for the purpose of providing the Services and fulfilling our obligations under the relevant Order Document.
• 6.3 Deliverables and project materials Unless otherwise specified in the Order Document:
  • Upon full payment of all fees due for the relevant Services, we grant the Client a non exclusive, non transferable, worldwide licence to use the deliverables we expressly designate for Client use (such as strategies, reports, content drafts, creative concepts or campaign assets) for the Client’s internal business purposes and external marketing activities.
  • We retain ownership of know how, methodologies, templates, tools and processes used or developed in the course of the Services, and we may use such know how in future engagements, provided we do not disclose the Client’s confidential information.
• 6.4 Third-party rights Where deliverables incorporate third-party materials, tools or platforms, such materials may be subject to separate licence terms. The Client agrees to comply with any such third-party terms notified or made available to it.

• 7.1Each party agrees to keep confidential and not to disclose to any third party any confidential information of the other party received in connection with the Services, except:
  • to its Personnel who need to know such information for the purposes of performing or receiving the Services and who are bound by confidentiality obligations; or
  • where disclosure is required by law, regulation or court order, in which case the disclosing party shall (to the extent lawful) give the other party prior notice.
• 7.2“Confidential information” includes all non public information relating to a party’s business, operations, clients, strategies and technologies, but does not include information that:
  • is or becomes publicly available other than through a breach of this Agreement;
  • was lawfully known to the receiving party before disclosure;
  • is received from a third party who is not under an obligation of confidence; or
  • is independently developed by the receiving party without reference to the disclosing party’s confidential information.

• 8.1Each party shall comply with applicable data protection and privacy laws in relation to any personal data processed in connection with the Services.
• 8.2Where we process personal data on behalf of the Client, the parties may enter into a separate data processing agreement or addendum setting out the respective roles, obligations and safeguards, including any cross border transfers, in accordance with applicable law.
• 8.3Further information on how we handle personal data is set out in our Privacy Policy available on the Website.

• 9.1We warrant that we will perform the Services with reasonable skill and care.
• 9.2Except as expressly stated in this Agreement or an Order Document, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
• 9.3The Client acknowledges that:
  • marketing, SEO, social media and similar services inherently involve variables and external factors beyond our control;
  • we do not guarantee any specific results, rankings, levels of traffic, conversions or revenue outcomes; and
  • any forecasts, projections or performance estimates are provided for illustrative purposes only and do not constitute a warranty or guarantee.

• 10.1Nothing in this Agreement limits or excludes either party’s liability for:
  • death or personal injury caused by its negligence;
  • fraud or fraudulent misrepresentation; or
  • any other liability that cannot be limited or excluded under applicable law.
• 10.2Subject to clause 10.1, and to the extent permitted by law:
  • each party’s total aggregate liability arising out of or in connection with this Agreement and any Order Document (whether in contract, tort, negligence or otherwise) shall be limited to the total fees paid or payable by the Client under the relevant Order Document preceding the event giving rise to the claim; and
  • neither party shall be liable to the other for any indirect or consequential loss, or for any loss of profits, revenue, business, contracts, goodwill or anticipated savings.

• 11.1This Agreement shall commence on the date it is first signed or otherwise agreed in writing between the Supplier and a Client and shall continue in force until terminated in accordance with this clause.
• 11.2Each individual engagement under this Agreement will begin and end as set out in the relevant Order Document.
• 11.3Either party may terminate this Agreement or any Order Document:
  • for material breach by the other party, if such breach is not remedied (where capable of remedy) within 30 days after written notice; or
  • immediately if the other party becomes insolvent, enters into liquidation or similar proceedings.
• 11.4Termination of this Agreement shall not automatically terminate any Order Document unless expressly stated. Termination of an Order Document shall not automatically terminate this Agreement.
• 11.5On termination of an Order Document or this Agreement:
  • the Client shall pay all outstanding fees and expenses due for Services performed up to the date of termination; and
  • clauses that by their nature are intended to survive (including confidentiality, intellectual property, limitation of liability and governing law) shall continue in full force and effect.

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) if such delay or failure is caused by an event beyond its reasonable control, including but not limited to natural disasters, war, terrorism, labour disputes, power failures, major network or platform outages or governmental restrictions (“Force Majeure Event”).

The affected party shall notify the other party as soon as reasonably practicable and use reasonable endeavours to mitigate the effects of the Force Majeure Event.

• 13.1This Agreement and any dispute or claim (including non contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Hong Kong.
• 13.2The courts of Hong Kong shall have exclusive jurisdiction to settle any such dispute or claim.

• 14.1 Entire agreement Together with the relevant Order Documents, this Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes any prior understandings or agreements, whether written or oral.
• 14.2 Amendments Any amendment to this Agreement or an Order Document must be in writing and signed or otherwise agreed by both parties.
• 14.3 Assignment Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that we may assign this Agreement in connection with a merger, acquisition or corporate reorganisation.
• 14.4 No partnership Nothing in this Agreement is intended to create a partnership, joint venture or agency relationship between the parties.
• 14.5 Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• 14.6 Notices Formal notices under this Agreement shall be in writing and sent to the contact details specified in the relevant Order Document, or to such other address as either party may notify in writing.