Introduction
This Supply of Service Agreement ("Agreement") is made and entered into by and between Streamline Consultancy Services Limited, a company registered and incorporated under the laws of Hong Kong, having its principal place of business at Unit 1603, 16th Floor, The L. Plaza, 367-375, Queen's Road, Central Sheung Wan, Hong Kong ("Service Provider") and the Client identified in the corresponding Statement of Work ("Client").
This Agreement sets forth the general terms and conditions under which the Service Provider will provide services to the Client. Specific services, service levels, and deliverables will be detailed in separate Service Level Agreements (SLAs) and Statements of Work (SOWs) to be supplied and agreed upon by both parties.
Definitions
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"Services": The tasks, functions, and responsibilities described in the relevant SLA and SOW to be performed by the Service Provider for the Client.
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"SLA": Service Level Agreement, which outlines the performance standards, metrics, and delivery expectations for the Services.
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"SOW": Statement of Work, which specifies the scope, objectives, timelines, and pricing for the Services to be provided.
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"Parties": Refers to both the Service Provider and the Client collectively.
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"Agreement": This Supply of Service Agreement, including any amendments thereto.
Scope of Services
The Service Provider agrees to supply the Services to the Client as detailed in the applicable SLA and SOW. The specific nature, scope, and duration of the Services will be set forth in the SOW agreed upon by the Parties.
Performance and Delivery
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Standard of Performance: The Service Provider shall perform the Services with all due skill, care, and diligence in accordance with industry standards and practices.
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Service Delivery: The Services will be delivered in accordance with the timelines and specifications set forth in the relevant SLA and SOW.
Fees and Payment
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Fees: The Client shall pay the Service Provider the fees specified in the relevant SOW for the delivery of the Services.
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Payment Terms: Payment terms will be outlined in the SOW. Unless otherwise stated, payment is due within thirty (30) days from the date of the invoice.
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Late Payments: Any late payments may be subject to interest charges as specified in the SOW.
Confidentiality
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Confidential Information: Both Parties agree to keep confidential any information that is disclosed during the term of this Agreement and is marked or identified as confidential.
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Non-Disclosure: Neither Party shall disclose the other Party's confidential information to any third party without the prior written consent of the disclosing Party, except as required by law.
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Confidentiality Obligations: The confidentiality obligations shall survive the termination or expiration of this Agreement.
Intellectual Property
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Ownership: Any intellectual property developed by the Service Provider in connection with the Services shall belong to the Service Provider unless otherwise specified in the SOW.
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Licence to Use: The Client will be granted a licence to use any deliverables provided by the Service Provider as part of the Services, subject to the terms of the relevant SOW.
Term and Termination
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Term: This Agreement shall commence on the effective date and continue until terminated by either Party in accordance with this Agreement.
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Termination for Convenience: Either Party may terminate this Agreement for convenience with thirty (30) days' prior written notice to the other Party.
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Termination for Cause: Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within fifteen (15) days after receiving notice of the breach.
Limitation of Liability
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Exclusion of Indirect Damages: Neither Party shall be liable to the other for any indirect, incidental, special, or consequential damages, including but not limited to lost revenue or business interruption, arising out of or related to this Agreement.
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Aggregate Liability: The total liability of the Service Provider under this Agreement shall not exceed the total fees paid by the Client for the Services under the relevant SOW in the twelve (12) months preceding the event giving rise to the liability.
Governing Law and Dispute Resolution
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Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
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Dispute Resolution: Any disputes arising out of or in connection with this Agreement will be resolved through good faith negotiations between the Parties. If the dispute cannot be resolved within thirty (30) days, either Party may submit the dispute to mediation or, where agreed, to binding arbitration in accordance with the laws of Hong Kong.
Miscellaneous
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Entire Agreement: This Agreement, together with any SLAs and SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.
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Amendments: Any amendments to this Agreement must be in writing and signed by both Parties.
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Notices: Any notices required to be given under this Agreement shall be in writing and sent to the respective addresses specified in the relevant SOW.
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Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
For further details, please refer to the specific SLA and SOW documents relevant to the Services. If you have any questions regarding this Agreement, please contact us at contact@streamlineconsultancyservices.com.