This Supply of Service Agreement ("Agreement") is entered into by and between: TekFlex IT Services Limited (Hereinafter referred to as the "Service Provider") And The “Client” Collectively referred to as the "Parties".
1. Scope of Services
The Service Provider agrees to provide, and the Client agrees to accept, the services described in the Statement of Work ("SOW") or Service Level Agreement ("SLA") which will be agreed to by both parties. These documents will outline the specific services, deliverables, timelines, and expectations.
2. Term of Agreement
This Agreement shall commence on the effective date specified above and shall remain in force until terminated by either Party in accordance with the provisions of this Agreement.
3. Fees and Payment Terms
3.1 Fees
The fees for the services provided will be detailed in the SOW or SLA. All fees are exclusive of applicable taxes, which will be added to the invoice.
3.2 Payment Terms
Payment shall be made by the Client within [30] days of receipt of an invoice from the Service Provider unless otherwise specified in the SOW or SLA. Invoices will be issued in accordance with the milestones or schedule agreed upon in the SOW or SLA.
3.3 Late Payments
Any amounts not paid when due shall be subject to a late payment charge of [1.5%] per month or the highest rate permitted by law, whichever is lower.
4. Responsibilities of the Parties
4.1 Service Provider Responsibilities
- The Service Provider shall perform the services described in the SOW or SLA with due skill, care, and diligence.
- The Service Provider shall ensure that all personnel involved in the provision of services are qualified and competent.
- The Service Provider shall comply with all applicable laws and regulations in the provision of services.
4.2 Client Responsibilities
- The Client shall provide the Service Provider with all necessary information, access, and cooperation required to perform the services.
- The Client shall promptly review and provide feedback on deliverables, if any, as outlined in the SOW or SLA.
- The Client shall make timely payments as invoiced by the Service Provider in accordance with this Agreement.
5. Confidentiality
5.1 Confidential Information
Each Party agrees to treat as confidential all information obtained from the other Party that is designated as confidential or that ought reasonably to be considered confidential ("Confidential Information"), and not to disclose such information to any third party except as required by law or with the other Party's prior written consent.
5.2 Non-Disclosure
Each Party agrees not to use the Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement.
6. Intellectual Property
6.1 Ownership
All intellectual property rights in any materials or deliverables created by the Service Provider in the course of providing the services shall remain the property of the Service Provider unless otherwise agreed in writing.
6.2 Licence
Subject to the terms of this Agreement, the Service Provider grants the Client a nonexclusive, non-transferable licence to use any deliverables provided as part of the services strictly for the purposes specified in the SOW or SLA.
7. Warranties and Disclaimers
7.1 Warranties
The Service Provider warrants that the services will be performed in a professional and workmanlike manner and in accordance with industry standards.
7.2 Disclaimers
Except as expressly provided in this Agreement, the Service Provider disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
8. Limitation of Liability
To the fullest extent permitted by law, the Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from (a) the use or inability to use the services; (b) any unauthorised access to or use of the Client’s data or systems; or (c) any other matter relating to the services.
9. Termination
9.1 Termination for Convenience
e Either Party may terminate this Agreement with [30] days written notice to the other Party.
9.2 Termination for Cause
Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within [15] days after receiving notice of the breach.
9.3 Effect of Termination
Upon termination of this Agreement for any reason, the Client shall pay the Service Provider for all services performed up to the date of termination.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, and any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong.
11. Miscellaneous
11.1 Entire Agreement
This Agreement, together with the SOW or SLA, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.
11.2 Amendments
No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both Parties.
11.3 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, and natural disasters.
11.5 Notices
All notices required or permitted under this Agreement shall be in writing and delivered by hand, email, or by registered mail to the addresses specified above or any other address notified in writing by either Party.
Thank you for choosing TekFlex IT Services Limited. We look forward to working with you.