TERMS AND CONDITIONS OF SERVICE

(Last Updated: 22 August 2023 / Version: SVC-20230822)

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 set forth in these terms and conditions (the “Terms and Conditions”). These Terms and Conditions shall form an integral part of the Term Sheet, and the 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 Company with the services and deliverables (“Deliverables”) set forth in the Term Sheet (“Services”).
2. Party B shall comply with the timeline set forth in the Term Sheet, and keep Company fully advised of its’ work progress. Party B shall provide Company with adequate opportunities to meet and discuss the status, progress and/or timeline. Party B acknowledges and agrees that timely performance and delivery of its obligations under this Agreement is of the essence.
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 provided by Party B 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 Company’s confirmed Acceptances of all Services and Deliverables in accordance with these terms and conditions of the Agreement (“Term”).
Service Fees:
1. “Service Fees” shall mean the services fees set forth in the Term Sheet.
2. Subject to Party B’s timely performance of the Services, compliance with this Agreement and Company’s receipt of the duly signed Assignment (only applicable if the form of the Assignment is attached in the Term Sheet). Company agrees to pay the Service Fees on a per-Phase basis for each Phase set forth in the Term Sheet. The payment details of the Service Fees are as follows: within 30 days upon (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 supported by sufficient proof and evidence), provided that (i) should Party B fail to provide any of the aforementioned breakdown, proof and/or evidence; and/or (ii) should there be any dispute in respect of the amount, the Parties shall discuss and settle the dispute in good faith. The Parties hereby agree that Company shall be entitled to withhold the payment of all or any amounts until the Parties have reached an agreement and a 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 via 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 an employee of Company; and (b) Party B shall be fully responsible for any payment of its insurances, pensions, benefits, workers compensation, levies, taxes and charges incurred for the performance of the Services and any other relevant service, or payable under applicable legislations, 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 its obligations herein. Party B shall be solely and fully responsible for filing any report and the payment of all applicable taxes to the 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 any person 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 work for hire. To the extent that the foregoing is not applicable, Party B hereby assigns, and shall procure such person who is working on behalf of Party B to assign, without additional consideration irrevocably all of the rights, titles and interests of the Materials to Company. Upon Company’s request, Party B agrees to execute, and/or procure any person working on behalf of Party B to execute, any documents necessary to perfect the title transfer to Company, and the Parties agree that Company shall own all rights, titles and interests of the Materials. For sake of clarity, Materials shall also include 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 under this Agreement. For sake of clarity, “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 shall keep all Confidential Information in confidence, and in any event shall not disclose the Confidential Information to any third party without Company’s prior written consent, except that Party B may disclose Confidential Information to any of its employees who have a need-to-know and only to the extent necessary to perform their duties in relation to the Services. Party B shall not use, and shall procure such employees not to use, directly or indirectly, any of the Confidential Information for its/their own gain, benefit or interest.
3. Confidential Information shall not include any information which is required by a judicial or regulatory order, decree of governmental law or regulation.
4. Party B shall procure any person who receives the Confidential Information from Party B to agree to the same degree of confidentiality obligations on such disclosure and use of the Confidential Information which Party B has agreed upon under 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 any person receiving the Confidential Information from Party B.
5. Upon (i) the expiry or early termination of this Agreement; and/or (ii) Company’s request, Party B shall, and shall procure any person who has received the Confidential Information from Party B to either immediately return the Confidential Information to Company or destroy the Confidential Information in its/their possession.
6. 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 obligations hereunder without violation or contradiction to any applicable laws, regulations, or its contractual obligations with a third party.
2. Party B hereby further represents and warrants that:
  1. Party B shall perform all services and deliverables contemplated under this Agreement in a professional, diligent and timely manner, and all services and deliverables shall comply with requirements and specifications set forth in Appendix 1 (and any other requirements, specifications and/or instructions further provided or notified by Company); and
  2. all services and deliverables provided to the Company, results and proceeds therefrom (including, but not limited to the Materials) are the original works of Party B. Whenever necessary, Party B has obtained all required right, clearances, consents and permissions. Nothing in the service and deliverables and all such results and proceeds will (i) infringe or violate any intellectual property rights and any other rights or interests of any party; or (ii) give rise to a claim of slander or libel, breach any contract or duty of confidence, or (iii) be defamatory, obscene or unlawful; and
  3. (a) all concepts, ideas and designs provided to Company under this Agreement are (i) newly developed and created by Party B; and (ii) are exclusive to Company (no similar or same concept or design has/will be shared or provided to a third party and any other client before, during, after expiry or early termination of this Agreement); and (b) Party B shall not use, 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 is inconsistent or contradicting 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, cause or permit to make any untrue, derogatory or misleading statement about Company, and/or any of its Affiliates, and/or businesses, directors, employees, customers, suppliers, products or services of Company and/or any of its Affiliates; (d) engage in any practice which (i) is improper or unlawful or non-compliance of any applicable laws, regulations and rules; or (ii) will adversely affect the business integrity or goodwill of Company and/or any of its Affiliates; or (iii) can expose Company and/or any of its Affiliates to liabilities which are inconsistent with its/their business practices; and (e) make any payments, gifts, offers, promises to pay money, or give any valuable items to any person (including any public/governmental official) for the benefit of 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 or default of the Indemnifying Party, or caused by the acts or omissions, negligence or wilful misconduct of the indemnifying Party. 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 with peculiar value. The loss of which cannot be reasonably or adequately compensated in damages in any action at law, and any 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 via any other person(s) (for the purpose of this paragraph, a person shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, or 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 will constitute any competition with Company’s and/or its Affiliate’s business(es); and/or (c) act in any manner which will create any kind of conflicts of interest with Company’s and/or its Affiliate’s business(es); and
2. Non-Solicitation: (a) hire, assist to hire, or attempt to hire, any current 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),),encourage any such employee to terminate his/her relationship with Company and/or any of its Affiliates; (b) request or cause any customers, suppliers, partners, consultants, agents or other parties to cancel or terminate any 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 damages suffered, 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 Fees 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. Either Party may terminate this Agreement by serving an 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. Company shall then 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), upon Company’s reasonable request, Party B shall 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 (a) shall be without prejudice to any other rights or remedies which either Party may have against the other Party and (b) will not affect any accrued rights or obligations of either Party arising under this Agreement prior to such termination.
Force Majeure: If the performance of this Agreement by a Party is prevented or delayed by a Force Majeure Event then that Party shall be excused from such performance to the extent that it is necessarily prevented or delayed thereby during the continuance of such Force Majeure Event, and the other Party shall also be released from its respective payment or other obligations under the Agreement unless and until the Party affected by the Force Majeure has resumed its relevant performance. “Force Majeure” means any event or cause not within the control of a Party affected by it and not caused by the wrongful act, neglect or default of that Party, including but not limited to act of God, endemic/pandemic, flood, earthquake, storm, fire, war, riot, rebellion, civil commotion, any act, order, direction or regulation of any government or any public, local or regulatory authority.
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 regarding the subject matter between the Parties ; 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 hereby acknowledge that it/he/she (a) has sought and obtained independent legal advice from their own counsel, and (b) clearly understands the terms and conditions of the Agreement and their legal rights and obligations hereof, and (c) is signing this Agreement freely and voluntarily.