1. Scope of Services
1.1 Services Provided:
The Supplier agrees to provide digital marketing, IT consulting, and software management services as described in the applicable SLAs and SOWs.
1.2 Customisation:
The specific services, deliverables, timelines, and fees will be specified in individual SLAs and SOWs agreed upon by both parties.
2. Term and Termination
2.1 Term:
The Agreement will commence on the effective date specified in the SLA or SOW and will continue until the completion of the services, unless otherwise terminated in accordance with this Agreement.
2.2 Termination:
Either party may terminate this Agreement with written notice if the other party breaches any material term or condition and fails to remedy such breach within 30 days of receiving notice.
2.3 Effect of Termination:
Upon termination, the Supplier shall cease to provide the services, and the Client shall pay for all services rendered up to the date of termination.
3. Fees and Payment
3.1 Fees:
The Client agrees to pay the Supplier for services rendered at the rates specified in the SLA or SOW.
3.2 Payment Terms:
Payments are due upon receipt of an invoice. Late payments may incur interest, subject to the individual SLA or SOW.
3.3 Taxes:
All fees are exclusive of taxes, which shall be the responsibility of the Client as applicable by law.
4. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information received during the course of this Agreement and shall not disclose such information to any third party without prior written consent.
5. Intellectual Property
5.1 All intellectual property rights arising from the provision of services under this Agreement shall vest in the Supplier unless otherwise stated in the SLA or SOW.
5.2 The Client is granted a limited, non-exclusive license to use any deliverables provided as part of the services solely for its internal business purposes.
6. Limitation of Liability
6.1 To the fullest extent permitted by law, the Supplier's liability for any claim arising from this Agreement shall be limited to the amount paid by the Client for the services providing rise to the claim.
6.2 In no event shall the Supplier be liable for any indirect, incidental, or consequential damages.
7. Indemnification
The Client agrees to indemnify and hold harmless the Supplier against any claims, liabilities, damages, and expenses arising from the Client's breach of this Agreement, or from the Client's use or misuse of the services.
8. General Provisions
8.1 Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
8.2 Assignment:
Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.
8.3 Entire Agreement:
This Agreement, together with the SLAs and SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
8.4 Amendment:
Any amendments or modifications to this Agreement must be made in writing and signed by both parties.
This representative sample is intended for informational purposes only and does not constitute a formal engagement.
Please contact Mediazilla Limited to discuss specific terms tailored to your business needs.