TERMS AND CONDITIONS OF SERVICE

(Last Updated: 10 August 2023 / Version: SVC-20230810)

For any term sheet (“Term Sheet”) entered into by and between Party B (as specified in the respective Term Sheet) and Casetagram Limited (the “Company”) whereby Party B will provide certain services to Company as more particularly set forth therein and which expressly indicated these terms and conditions (the “Terms and Conditions”) shall apply, these Terms and Conditions shall then apply and form an integral part of that Term Sheet, and that Term Sheet and these Terms and Conditions shall be collectively referred to as the “Agreement”. Each of Company and Party B shall be referred respectively as a “Party” and collectively as the “Parties”.

Services:
1. Party B shall in accordance with terms and conditions of this Agreement provide the services and deliverables (“Deliverables”) set forth in the Term Sheet to Company (“Services”).
2. Party B shall comply with the timeline set forth in the Term Sheet, and shall keep Company fully advised of its progress with respect to the work that will be performed by it under this Agreement and shall afford Company the opportunity to meet with Party B at a reasonable time or times to discuss the status thereof. Party B acknowledges and agrees that timely performance and delivery is of essence with respect to Party B’s performance of their obligations under this Agreement.
3. Party B shall be solely responsible for paying all costs and expenses incurred by Party B in connection with its performance of Services under this Agreement.
4. All Deliverables to be provided under the Agreement shall be subject to Company’s final approval and acceptance (“Acceptances”).
Term: This Agreement shall become effective from the date of the duly execution of the Agreement by both parties until Party B’s full completion and delivery of all Services and Deliverables to Company (with Company’s confirmed Acceptance) in accordance with terms and conditions of the Agreement (“Term”).
Service Fees:
1. “Service Fees” shall means the services fees set forth in the Term Sheet.
2. Subject to Party B’s timely performance of the Service and compliance with all terms and conditions hereof, and Company’s receipt of the Assignment (applicable only if the Term Sheet has attached with the form of the Assignment), duly signed by Party B upon the duly execution of the Term Sheet, Company agrees to pay to Party B the Service Fees on a per-phase basis for each Phase set forth in the Term Sheet and as follows: within 30 days after the later of (a) Company’s confirmed Acceptance of all Services and Deliverables for the relevant Phase; and (b) Company’s receipt of the invoice for the relevant Phase issued by Party B (accompanied with the detailed calculation of Service Fees, including the breakdown of the amount, together with sufficient proof and evidences to support the calculation), provided that should Party B fail to provide any of details, breakdown or proof/evidence, of the calculation or should there be any amounts in dispute, the Parties shall discuss and settle in good faith and Company shall be entitled to withhold the payment until the Parties have reached agreement and settlement on the subject matter.
3. Subject to clause 3.2 above, Service Fee will be paid in the specified payment currency set forth in the Term Sheet in the form of wire transfer, ACH or international remittance to Party B’s designated bank account set forth in the Term Sheet.
4. For sake of clarity, (a) Party B is not employee of Company; and (b) Party B shall be fully responsible for payment of all insurances, pensions, benefits, workers compensation, levies, taxes and charges incurred or payable under applicable legislations in and for the performance of the Service and any other relevant service, including but not limited to all withholding tax (if applicable), payroll and employment taxes, and levies and insurances.
5. Unless otherwise mutually agreed between the Parties, the Service Fees shall be all inclusive and no other amount whether by way of remuneration or compensation is payable by Company to Party B for the performance of the Service and their obligations herein. Party B shall be solely and fully responsible for payment of all applicable taxes, including, without limitation, all reporting to and with the tax and other relevant authorities.
Intellectual Property: All intangible and tangible results and proceeds of the Services, including, but not limited to, Deliverables, work in progress, copyrightable and patentable materials, works of authorship, inventions, techniques, know-how, discoveries, improvements, enhancements, trade secrets, data, trademarks, ideas, concepts, designs, drawings, photographs, artworks, audio, video or other files or content, prepared, created, developed or produced by Party B (or anyone working on behalf of Party B, including, but not limited to its employees and consultants) in connection with the Services for Company (collectively, the “Materials”) shall be considered as “works for hire”. To the extent that the foregoing does not apply, Party B hereby, and shall procure such person who is working on behalf of Party B to, irrevocably assigns, for no additional consideration, all of its and his/her rights, titles and interests in the relevant Materials to Company. Party B agrees that upon request to execute, and procure anyone working on behalf of Party B to execute, any documents necessary to perfect the transfer of such title to Company. Company owns all rights, titles and interests in the Materials. Materials shall also include all and any derivative works of the Materials.
Confidentiality:
1. “Confidential Information” shall mean (a) all non-public information (including, without limitation, all financial and business information, trade secrets, know-how, ideas, concepts, techniques, designs, specifications, prototypes, campaign(s)/project(s) which is unreleased (or non-disclosed or yet to be released), Derivative Works (as defined hereafter), technical know-how, information regarding customers and/or suppliers, marketing plans, websites, e-commerce platforms and information, customer data and other confidential and/or proprietary information) of Company and/or any of its Affiliates that Party B has obtained and/or is made aware of, directly or indirectly, at any time prior to or after the date of this Agreement, regardless of the manner or form in which it is furnished; and (b) this Agreement and its contents, including, without limitation, the existence and the subject matter of this Agreement and the discussions, relationship, any potential collaboration, partnership or cooperation between the parties; and (c) all Materials. “Affiliate” shall mean any person or entity which Controls, is Controlled by, or is under common Control with, Company now or hereafter at any time during the Term; and “Control” means the direct or indirect (through one or more intermediaries) ownership, of an interest of more than 10% of an entity.
2. Party B will not disclose Confidential Information to any third party except for disclosures to its employees solely on a need to know basis that are required for the purpose of performing the Services. Except otherwise provided hereinabove, Party B shall keep all Confidential Information in confidence and in any event shall not disclose the Confidential Information to any third party without Company’s consent unless such disclosure is required by a judicial or regulatory order or decree of governmental law or regulation, and shall not use, directly or indirectly, any of the Confidential Information for own gain, benefit or interest.
3. Party B shall procure that any person or third party who receives the Confidential Information from Party B shall agrees to the same restrictions on disclosure and use of the Confidential Information that Party B has agreed to in this Agreement. In any event Party B shall be primarily responsible and liable to Company for any breach of the confidentiality obligations herein, or any improper disclosure or use of the Confidential Information, by Party B or anyone receiving the Confidential Information from Party B.
4. Upon expiry or early termination of this Agreement, or upon Company’s request, Party B shall, and shall procure anyone who has received the Confidential Information from Party B to, immediately at Company’s discretion either return to Company or destroy the Confidential Information in its/their possession.
5. This clause shall survive termination or expiration of this Agreement.
Warranties and Indemnity:
1. Each Party hereby represents and warrants that it has full power and legal capacity to enter into this Agreement and will perform its obligation hereunder without violation or contradiction to any applicable laws and regulations or contractual obligations.
2. Party B hereby further represents and warrants that:
  1. Party B shall perform all services and deliverables contemplated to be provided under this Agreement in a professional, diligent and timely manner, and all services and deliverables shall comply with such requirements and specifications set forth in Appendix 1 (and further provided or notified by Company); and
  2. all services provided for Company and all results and proceeds therefrom, including, but not limited to the Materials, are the original works of Party B, and where necessary, Party B have obtained all required right clearances, consents and permissions, and nothing in the services and all such result and proceeds will infringe or violate any intellectual property rights and any other rights or interests of any party, give rise to a claim of slander or libel, breach any contract or duty of confidence, or be defamatory, obscene or unlawful; and
  3. (a) all concepts, ideas and designs provided to Company under this Agreement are newly developed and created by Party B and are exclusive to Company, no similar or same concept or design has/will be shared or provided to third party and any other client before, during or after expiry or early termination of this Agreement, and (b) Party B shall not use, or authorize or permit any third party to use, all or any part of the Materials (also including any works derived therefrom, and/or substantially similar to, the Materials) for any other purposes; and
  4. it shall not, and it shall procure its employees, consultant and any other third parties engaged by Party B to provide Services under this Agreement, not to, (a) act and perform in any manner that would incur any other obligation which is inconsistent or contradict with Party B’s obligations under this Agreement; (b) engage in any conduct detrimental to the interests of Company and/or any of its Affiliates, which includes any conduct to make any secret profit out of this Agreement or tending to bring Company into disrepute or which results in the loss of custom or business; (c) make or cause or permit to be made any untrue, derogatory or misleading statement about Company and/or any of its Affiliates, their businesses, directors, employees, customers, suppliers, products or services; (d) engage in any practice which (i) is improper or unlawful or non-compliance of any applicable laws, regulations and rules; or (ii) would affect adversely the business integrity or goodwill of Company and/or any of its Affiliates; or (iii) could expose Company and/or any of its Affiliates to liability or which are inconsistent with their business practices; and (e) make any payments or gifts or offers or promises to pay money or give anything of value to or for the benefit of any person, including any public/governmental official, that is or may appear to be related to obtaining or retaining business with any person, directing business to any person, obtaining any other advantage in the conduct of business, or inducing or rewarding the improper performance by any person of any function or activity.
3. Each Party hereby agrees to indemnify and keep the other Party indemnified and harmless from and against all actions, claims, liabilities, losses, demands, costs and damages arising from any breach of this Agreement by the indemnifying Party, or its act or omission, negligence or wilful misconduct. Party B further agrees that it shall be responsible for and liable to, and shall indemnify Company and its Affiliates from and against all actions, claims, liabilities, losses, demands, costs and damages arising from any breach, act or omission, negligence or wilful misconduct of Party B. This clause shall survive the expiry or termination of this Agreement for any reason howsoever arising.
4. Party B acknowledges and agrees that the Services under this Agreement are of a unique, special and extraordinary nature and of a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law, and a breach by Party B shall cause Company and/or its Affiliates great and irreparable injury and damage. Accordingly, in addition to any other remedy available to Company from any source, Company shall also be entitled to injunctive and other equitable relief to prevent a breach of this Agreement by Party B. This clause shall survive the expiry or termination of this Agreement for any reason howsoever arising.
Non-Competition and Non-Solicitation: Party B shall not, at any time during the Term until end of the Post-Service Period, directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, or through any other “person” (which, for purposes of this paragraph, shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization):
1. Non-Competition: (a) engage in, solicit any business from, enter into any arrangements with, offer or provide services in similar nature to, represent, endorse, work with and/or act for any party which is similar to or is a competitor of Company’s and/or its Affiliate’s business(es); and/or (b) operate, manage, open, set up and/or launch any other business (online or offline) which is similar to or would constitute competition with Company’s and/or its Affiliate’s business(es); and/or (c) act in any manner which would create any kind of conflict of interest with Company’s and/or its Affiliate’s business(es); and
2. Non-Solicitation: (a) hire or attempt to hire any employee of Company and/or any of its Affiliates (or any person who was an employee of Company and/or any of its Affiliates at any time during the 12 months immediately prior to the termination of this Agreement), assist in such hiring by any other person, encourage any such employee to terminate his/her relationship with Company and/or any of its Affiliates; (b) request or cause customers, suppliers, partners, consultants, agents or other parties with whom Company and/or any of its Affiliates has a business relationship to cancel or terminate any such business relationship with Company and/or any of its Affiliates.
Assignment and Sub-license:Party B shall not sub-license, sub-contract, assign, transfer or novate all or any part of their services or this Agreement without Company’s prior written consent. Company is free to assign, transfer or otherwise deal with its rights and obligations under this Agreement at any time and without the prior written consent of Party B.
Limitation of Liability: Notwithstanding any other provision to the contrary, in any event (a) Company shall not be liable to Party B for any loss or suffering, including but not limited to any incidental, consequential, special or punitive damages or loss of profits, howsoever arising out of this Agreement; and (b) Party B’s aggregate and cumulative liability under this Agreement shall not exceed the total amount of the Service Fee paid by Company to Party B under this Agreement before the occurrence of the relevant claim, whether in contract or tort (including negligence or breach of statutory duty) or otherwise.
Termination:
1. Each of Company and Party B may terminate this Agreement by immediate written notice to the other Party in the event of any material breach of this Agreement (including, but not limited to, misconduct, dishonesty, negligence, gross incompetence) by the other Party, and Company may terminate the services hereunder at any time for its convenience.
2. In the event of termination for convenience by Company, or termination due to Company’s material breach, and in each case without any breach or default by Party B, Company shall remit payment for services and deliverables duly performed by Party B and accepted by Company up to the date of termination, and Company shall be released from its remaining obligations under this Agreement.
3. In the event of termination due to Party B’s breach or default (including, but not limited to, misconduct, dishonesty, negligence, gross incompetence), Party B shall upon Company reasonable request refund to Company, at Company’s sole discretion, all or part of the monies paid by Company under this Agreement.
4. Any termination of this Agreement shall be without prejudice to any other rights or remedies which either Party may have against the other and will not affect any accrued rights or obligations of either Party arising under this Agreement prior to such termination.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR. The Parties agree to submit to the exclusive jurisdiction of the courts of the Hong Kong SAR.
Miscellaneous:
1. This Agreement (a) shall constitute a full and binding legal agreement between the Parties, and supersedes all prior agreements and understandings between the Parties regarding its subject matter, and (b) may be executed in counterparts and/or via PDF and/or by using electronic signature, each of which shall be deemed an original, but all of which shall constitute the same Agreement, and shall be legally binding.
2. No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
3. Each party has sought and obtained independent legal advice from their own counsel; that having had such advice, they clearly understand terms and conditions and their legal rights and obligations hereof; and that each party is signing this Agreement freely and voluntarily.