SUPPLY OF SERVICES AGREEMENT
THIS AGREEMENT is dated when the supplier downloaded App of Mission Pick and registered successfully (the “Agreement”).
Whom downloaded App of Mission Pick and registered successfully(the “Supplier”).
Slash Generation Company Limited, a company incorporated in Hong Kong having its registered office at Flat 1215, Profit Industrial Building, 1-15 Kwai Fung Cresent, Kwai Chung, N.T. Hong Kong (the “Customer”).
Collectively referred to as the “Parties” or individually as a “Party.”
The Supplier agrees to provide the Services (as hereinafter defined) to the Customer on the following terms.
Key termsScope of services: Any mission boardcasing on the App of Mission Pick from time to time and picked up by the supplier
Deliverable: As set at every mission showing on the App of Mission Pick from time to time, to be delivered according to the Deliverable Schedule
Commencement date: the date when the supplier downloaded App of Mission Pick and registered successfully
Service period: As stated in clause 8
Service charge: As set at every mission showing on the App of Mission Pick from time to time
Payment terms: As set at every mission showing on the App of Mission Pick from time to time
The following definitions and rules of interpretation apply in this Agreement.
Agreement: this Agreement including any schedules or appendices.
Commencement Date: as stated in Clause 1.
Confidential Information: in relation to each Party, any information (whether or not stated to be confidential or marked as such) which it discloses to another Party, or which the other Party obtains from that Party, either orally or in writing or by any other means, under or in connection with this Agreement.
Deliverable Schedule: the schedule to this Agreement which sets out the dates or stages for delivery of the Deliverables.
Deliverables: all documents, products and materials (including any methodologies, ideas, designs, computer programs, data, reports and specifications) developed by the Supplier (or its agents, subcontractors, consultants and employees) as part of or in relation to the Services in any form, in particular as described in Clause 1.
Payment Schedule: the schedule to this Agreement which sets out the dates or stages for payment of the Service Charges.
Service Fee: the fee for the Services as stated in Clause 1.
Service Period: the period during which the Supplier will provide the Services to the Customer.
Services: the services to be provided by the Supplier as described in Clause 1.
Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
A reference to a person includes a natural person, a corporate or unincorporated body (whether or not having a separate legal personality).
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
A reference to writing or written includes fax and e-mail.
Supply of services
The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement.
The Service Period shall commence on the Commencement Date and shall continue for such period as stated in Clause 1 (or such other period as agreed in writing between the Customer and the Supplier) unless terminated earlier:
as provided by the terms of this Agreement; or
by either Party giving to the other prior written notice of not less than the period as stated in Clause 1.
During the Service Period, the Supplier shall:
provide the Services and deliver the Deliverables to the Customer in accordance with the requirements of this Agreement;
perform the Services with all due care, skill and ability in accordance with the applicable best practices and standards in the Supplier's industry, profession or trade;
ensure all personnel involved in the carrying out of the Services have suitable skills and experience;
promptly notify the Customer of any expected delays or problems in providing the Services and any circumstances which may prevent proper and timely delivery of the Services or the Deliverables; and
upon the Customer's request, promptly provide such information and reports to the Customer in connection with the progress of performing the Services.
The Supplier shall:
comply with all laws and regulations applicable to the Services, including those relating to anti-bribery, anti-corruption and data protection;
not infringe any rights (including intellectual property rights) of any third party in the course of providing the Services.
Customer's obligationsThe Customer will provide clear instructions to the Supplier, and co-operate with the Supplier where reasonably requested during the Service Period.
Subject to the performance of the Services to the satisfaction of the Customer, the Customer shall pay the Service Fees to the Supplier according to the Payment Schedule.
The Customer shall pay the Service Fees to the Supplier by such payment method as agreed by the Supplier in writing.
Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by Clause 7.2.
Each Party may disclose the other Party's Confidential Information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
Without prejudice to any accrued rights or remedies available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if at any time a Party:
commits any serious or repeated breach of any of the provisions of this Agreement;
(in the case of the Supplier) is grossly negligent or incompetent in the performance of the Services;
suspends or ceases to carry on all or a substantial part of its business;
suspends or is unable to pay its debts when they fall due;
is (where the Party is an individual) declared bankrupt or makes any arrangement with or for the benefit of his creditors;
is (where the Party is an individual) incapable of performing his obligations under this Agreement (by reason of illness or incapacity or otherwise) for an extended period; or
is (where the Party is an entity) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Party (other than for the sole purpose of a scheme for a solvent amalgamation or solvent restructuring).
Upon termination each Party shall immediately:
return all properties of the other Party (including all equipment, materials and tools provided by the other Party and all documents, data and information provided by or relating to the other Party) in its possession or under its control to the other Party; and
irretrievably delete any Confidential Information of the other Party (on whatever media and wherever located), including any business contacts or customers lists.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Force majeureNeither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one (1) month, the Party not affected may terminate this Agreement by giving written notice of one (1) week to the affected Party.
Assignment and other dealingsNeither party shall without the prior written consent of the other party assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
VariationNo variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
WaiverNo failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency<
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
If any provision of this Agreement is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient by hand, by courier, by registered post, by fax or by email at its address set out above (or such other address as notified by the recipient to other parties from time to time), or as otherwise directed by the recipient by notice given in accordance with this clause.
The Service Fees exclude goods and services tax, value added tax or any other applicable taxes, which (if any) shall be invoiced to or paid for directly by the Customer at the prevailing rate.
Notices shall be deemed to have been duly given and received:
if delivered by hand or sent by courier, notice will be deemed given on the date of receipt;
if sent by registered post to an address in the same country, on the second (2nd) business day after posting; or if sent to an address not in the same country, on the fifth (5th) business day after posting;
if sent by facsimile, upon issue of a report confirming successful transmission to the sender; or
if sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee's email address is wrong or that the message cannot be delivered).
CounterpartsThis Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Right of third partiesThis Agreement is personal to the parties. The provisions of the Contracts (Rights of Third Parties) Ordinance (Cap 623) do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Ordinance to enforce this Agreement or to enjoy the benefit of any term of this Agreement.
Governing lawThis Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
This Agreement has been entered into on the date stated at the beginning of it.
Schedule 1 - Deliverable Schedule
Set at every mission showing on the App of Mission Pick from time to time
Schedule 2 - Payment Schedule
Set at every mission showing on the App of Mission Pick from time to time