Supply Of Service Agreement

This Supply of Service Agreement ("Agreement") is made and entered into by and between Flashlight Customer Service Limited ("Service Provider"), with a principal place of business at Unit 1603, 16th /F The L. Plaza, 367-375 Queen's Rd, Central Sheung Wan, Hong Kong, and the client ("Client").

1. Scope Of Services

The Service Provider agrees to provide the Client with services as described on this website and/or this Agreement and any applicable Statement of Work (SOW) or Service Level Agreement (SLA). The specific details, scope, and technical requirements of the services will be outlined in the appended SLA or SOW.

2. Term And Termination

a. Term: This Agreement will commence on the Effective Date and will continue until terminated by either party as outlined herein.

b. Termination: Either party may terminate this Agreement for any reason with written notice to the other party. Additionally, either party may terminate this Agreement immediately for cause if the other party breaches any material term of this Agreement and such breach remains uncured following written notice of the breach. Specific timelines for termination will be outlined in the relevant SLA or SOW.

3. Fees And Payment

The Client agrees to pay the Service Provider the fees specified in the applicable SOW or SLA. All fees will be invoiced according to the terms set forth in such SOW or SLA and are due upon receipt of the invoice. Late payments may be subject to interest charges at the rate specified in the SOW or SLA.

4. Acceptance Of Services

The services provided by the Service Provider will be deemed accepted by the Client. The Service Provider always strives to provide its services in a professional manner. Specific acceptance criteria will be outlined in the applicable SOW or SLA.

5. Confidentiality

Both parties agree to hold in confidence all confidential information disclosed and to not use or disclose such information except as necessary for the performance of this Agreement. Confidential information includes, but is not limited to, business plans, technical information, customer data, and financial information. The obligations of confidentiality shall survive the termination of this Agreement.

6. Intellectual Property

All intellectual property rights in the materials and services provided under this Agreement will remain the property of the Service Provider unless otherwise agreed in writing. The Client is granted a non-exclusive, non-transferable license to use such materials and services solely for internal purposes in accordance with the terms of this Agreement.

7. Warranties

The Service Provider warrants that it will perform the services with reasonable care and skill. Other than this warranty, the services are provided "as is," and all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, are disclaimed to the maximum extent permitted by law.

8. Limitation Of Liability

To the maximum extent permitted by law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits or business opportunities, arising out of or related to this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The total liability of either party for any and all claims arising out of or related to this Agreement shall not exceed the total amounts paid by the Client to the Service Provider under this Agreement.

9. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or in any way connected with the performance of this Agreement.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of nature, war, strikes, or other labour disputes, government regulations, and failures in telecommunications or internet services.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

12. Entire Agreement

This Agreement, together with any applicable SOW or SLA, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral, concerning the subject matter of this Agreement. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

13. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.