Parties: This Supply of Service Agreement ("Agreement") is made and entered into by and between:
Mundus IT Technologies Limited ("Supplier"), located at Unit 4005. 40/F., Singga Comm Centre, No. 144-151 Connaught Rd West, Sai Ying Pun, Hong Kong and the Client, (“Client”).
1.1 The Supplier agrees to provide the following IT services to the Client (the "Services"):
1.2 The specific scope of the Services, including any deliverables, timelines, and milestones, shall be detailed in separate Statements of Work (SOW) to be agreed upon by both parties in writing.
2.1 This Agreement commences on the Effective Date specified in the relevant SLA or SOW, and will continue until the completion of duties, unless terminated earlier in accordance with Section 10 of this Agreement.
2.2 Any extension of this Agreement or any SOW shall be mutually agreed upon in writing by both parties.
3.1 The Client agrees to pay the Supplier the fees outlined in the attached SOW(s). Payment terms and details will be outlined in the SLAs and SOWs, to be read and signed by both parties prior to commencement.
4.1 The Client agrees to:
5.1 The Supplier agrees to:
6.1 Both parties agree to keep confidential all information that is either identified as confidential or that should reasonably be considered confidential, obtained in the course of this Agreement.
6.2 This obligation of confidentiality shall survive termination or expiration of this Agreement.
7.1 Any pre-existing intellectual property ("IP") owned by either party shall remain the property of that party.
7.2 Any IP created by the Supplier specifically for the Client as part of the Services shall be owned by the Client, subject to full payment of all fees due under this Agreement.
7.3 The Supplier grants the Client a non-exclusive, non-transferable license to use any Supplier's IP solely for the purpose of utilising the Services.
8.1 The Supplier warrants that the Services will be performed in accordance with the specifications and standards set forth in this Agreement.
8.2 Except as expressly provided in this Agreement, the Supplier disclaims all other warranties, whether express or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.1 To the maximum extent permitted by law, the Supplier’s total liability to the Client for any claim under this Agreement shall be limited to the amount of fees paid by the Client for the Services during the [12] months preceding the event giving rise to the claim.
9.2 In no event shall the Supplier be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or use, incurred by the Client or any third party.
10.1 Either party may terminate this Agreement by providing written notice to the other party.
10.2 Upon termination of this Agreement, the Supplier shall cease performing the Services and the Client shall pay the Supplier for all Services rendered up to the date of termination.
11.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
11.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong.
12.1 Entire Agreement: This Agreement, together with any relevant SOW(s), constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.
12.2 Amendments: This Agreement may only be amended in writing, signed by both parties.
12.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.4 Notices: Any notices or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses specified at the beginning of this Agreement.
12.5 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, and natural disasters.