Contractor Service Agreement

This Contractor Service Agreement (hereinafter referred to as the “Agreement”) is entered into by and between

XTRARI LIMITED, a company duly incorporated under the laws of Hong Kong, with company registration number 3142313, with its registered address being Unit A2-33, 3/F., Hang Fung Industrial Building, Phase 2, 2G Hok Yuen Street, Hunghom, Hong Kong (“Contractor”)

You, whether acting in your capacity as a legal entity or an individual entrepreneur, agree to be bound by the terms and conditions of this Agreement by accepting this Agreement through the Platform to engage the Contractor to perform, or arrange for the performance of, Works, Services, Tasks, or Projects (“Client”)

(hereinafter each referred to individually as a “Party” and collectively as the “Parties”).

Background

The Contractor operates the Platform and provides services relating to the administration, coordination and management of engagements between Clients and Providers, including onboarding, contractual administration, project coordination, invoicing, payment processing and related compliance support.
The Client wishes to engage the Contractor to perform, or arrange for the performance of, certain Works, Services, Tasks or Projects as agreed between the Parties through the Platform.
The Contractor may perform the relevant Works or Services itself or may arrange for their performance by one or more Providers engaged by the Contractor under the Subcontractor Agreements.
Where the Contractor engages Provider to perform any Works, Services, Tasks or Projects for the Client, such performance shall be carried out in accordance with the applicable Subcontractor Agreement and the terms of this Agreement.
The Parties wish to set out the terms and conditions governing the Client’s engagement of the Contractor and the provision of the Services.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained in this Agreement the Parties hereto agree as follows:

Agreed Terms and Conditions

Definitions

“Account” means the registered account created for the Client to access and use the Platform in connection with requesting or receiving the Works and the Services in accordance with these Terms and the relevant agreement with the Contractor.
“Accounting Period” means one (1) calendar month.
“Billing System” means the billing and accounting system forming part of the Platform through which information relating to Tasks and Projects, their performance status, the Remuneration payable to the Provider, and the Provider’s selected payment method is recorded, managed and processed.
“Client” means a legal entity or individual entrepreneur that engages the Contractor to perform, or arrange for the performance of, Works, Services, Tasks, or Projects.
“Contractor” means XTRARI LIMITED, which is engaged by a Client under this Agreement to perform, or arrange for the performance of, Works, Services, Tasks or Projects through one or more Providers.
“Intellectual Property” means any copyrightable work, database, software, invention, design, trademark, trade secret (know-how), or other intellectual property, whether or not registrable, that is created, developed, conceived, reduced to practice, or otherwise generated by the Provider in connection with the performance of the Works or provision of the Services.
“Intellectual Property Rights” means all present and future intellectual property rights of any nature anywhere in the world, including copyrights (and neighboring or related rights), patent rights, trademark rights, design rights, database rights, rights in trade secrets and confidential information, domain name rights, rights in integrated circuit topographies, rights to protection against unfair competition, and all other proprietary rights in or relating to Intellectual Property, including all rights to use, reproduce, modify, adapt, distribute, publish, disclose, assign, license, enforce, and otherwise exploit such Intellectual Property.
“Platform” means the online platform operated by Xtrari and made available through https://xtrari.com, including any associated websites, applications, software, functionality, features, interfaces, and related services made available by us from time to time.
“Prohibited Activities” means the activities identified as prohibited in the Terms of Service, as amended from time to time, which are incorporated into this Agreement by reference.
“Project” means a group of related Tasks that together constitute a single assignment.
“Prohibited Jurisdictions” means any country, territory or region to or from which access to the Platform or the provision of the Services is prohibited or restricted by the Contractor, applicable law, or any applicable sanctions, embargoes or export control laws.
“Provider” means any individual professional, legal entity, agency, or other service provider acting as a subcontractor of the Contractor to perform Works or provide Services under the Subcontractor Agreement in connection with Tasks or Projects requested by Clients under this Agreement.
“Remuniration” means the fees, charges and other amounts payable by the Client to the Contractor under this Agreement in respect of the performance of the Works or provision of the Services, including, where applicable, the assignment to the Client of all Intellectual Property Rights in any Result created under a Task or Project.
“Report” means the electronic statement of account and acceptance report for Works or Services generated through the Service Billing System at the end of each Accounting Period and made available to the Client through the Platform, setting out the Tasks or Projects performed, the Results accepted, and the fees, charges or other amounts payable for the relevant Accounting Period.
“Result” means any work product, deliverable, material, document, software, data, design, invention, report, or other output created, developed, or produced by the Contractor or by a Provider engaged by the Contractor in performing a Task or Project, including in connection with the performance of the Works or provision of the Services, whether or not it contains or constitutes Intellectual Property.
“Services” means any service, deliverable, activity or other output that the Contractor or Provider engaged by the Contractor is required to perform, create or provide under a Task or Project.
“Task” means an individual assignment for the performance of specified Works or the provision of specified Services, whether independently or as part of a Project, together with the applicable scope, Remuneration, performance period, and any other applicable terms.
“Works” means any work, deliverable or other output that the Contractor or by a Provider engaged by the Contractor is required to perform, create or produce under a Task or Project.

1. Subject of the Agreement

1.1. The Contractor shall perform, or arrange for the performance of, the Tasks and Projects created by the Client through the Platform, and the Client shall accept properly completed Tasks and Projects and pay the applicable Remuneration in accordance with this Agreement.

1.2. The Client may create and manage Tasks and Projects through the functionality of the Platform.

The commercial and operational terms of each Task or Project, including the description of the Works or Services, applicable performance period, deliverables (if any), acceptance criteria, applicable remuneration and any other requirements, shall be specified by the Client through the Platform.

Each Task or Project shall become an integral part of this Agreement when submitted through the Platform. The Platform records shall constitute conclusive evidence of the creation, contents and acceptance of each Task or Project unless proven otherwise by manifest error.

1.3. A properly completed Task or Project may, depending on its terms, produce a Result or may not require any separate Result. Where applicable, a Result may include or constitute Intellectual Property.

The absence of a separate Result shall not constitute improper performance where the relevant Task or Project does not require the creation or delivery of a Result. Where a Result is required, it shall be delivered through the Platform unless the Parties expressly agree otherwise through the Platform or in writing.

1.4. The Contractor may perform the Tasks or Projects itself or engage one or more Providers under separate Subcontractor Agreements. The Contractor shall remain solely responsible for the engagement, administration and remuneration of all Providers. Nothing in this Agreement creates any contractual relationship between the Client and any Providers. The Client shall have no obligation whatsoever to pay any remuneration or other amount directly to any Providers.

1.5. Where the Client communicates or otherwise interacts with any Provider through the Platform, such communication shall be solely for the purposes of facilitating performance of this Agreement.

The Parties acknowledge and agree that such communication does not create, and shall not be construed as creating, any employment, agency, partnership, joint venture, subcontracting or other contractual relationship between the Client and any Provider.

1.6. The Platform is provided solely to facilitate the performance and administration of this Agreement.

Nothing in this Agreement grants or transfers to the Client any ownership, licence or other proprietary right in the Platform or any component of it except for the limited right to access and use the Platform in accordance with this Agreement and the Related Documents.

In the event of any inconsistency between this Agreement or any Related Document, this Agreement shall prevail to the extent of the inconsistency.

2. Acceptance of Results

2.1. The Client shall review and accept or reject completed Tasks, Projects and any applicable Results through the Platform.

The date and time of submission and acceptance shall be determined by the electronic records maintained by the Platform.

2.2. Within fifteen (15) calendar days after a Task or Project has been marked as completed on the Platform, the Client shall:

(a) accept the Task or Project through the Platform, or
(b) reject the Task or Project by providing reasonable details of the deficiencies and returning it for revision through the Platform.

Following resubmission, the revised Task or Project shall be reviewed in accordance with this Clause.

2.3. If the Client neither accepts nor rejects the Task or Project within the period specified in Clause 2.2, the Task or Project shall be deemed accepted on the sixteenth (16th) calendar day following submission.

The Platform shall automatically assign the status “Awaiting Payment”, or any equivalent status designated by the Contractor.

2.4. Acceptance (including deemed acceptance) constitutes the Client's acknowledgement that:

(a) the Task or Project has been completed in accordance with the applicable requirements,
(b) the Client has had a reasonable opportunity to inspect the Result,
(c) the Task or Project is accepted without objection,
(d) the applicable Remuneration become payable under this Agreement, and
(e) the Task or Project shall be included in the Report for the relevant Accounting Period.

Risk in the accepted Result shall pass to the Client upon acceptance of the relevant Task or Project.

2.5. The Client may notify the Contractor of any claim concerning the quality, completeness or conformity of a Task or Project only before acceptance through the Platform.

2.6. If, following acceptance of a Task or Project, the Client identifies any hidden defects or raises any claim relating to the quality, completeness or any other characteristic of the accepted Task or Project, the Client shall resolve such claim directly with the relevant Provider at its own cost and expense. The Contractor may, at its sole discretion, participate in such discussions solely in a coordinating capacity and shall have no obligation to do so.

2.7. Following acceptance of a Task or Project, the Client shall have no right to bring any claim against the Contractor in respect of the quality, completeness, hidden defects or any other characteristic of the accepted Task or Project, except to the extent that such claim arises directly from the Contractor's own breach of this Agreement.

2.8. Within ten (10) Business Days following the end of each Accounting Period, the Contractor shall make available to the Client, through the Platform and the Client Account, an electronic Report generated by the Billing System.

2.9. The Report shall be dated as of the last calendar day of the relevant Accounting Period and shall include:

(a) all Tasks and Projects completed and accepted during the relevant Accounting Period,
(b) the total Remuneration payable by the Client under this Agreement in respect of such Tasks and Projects,
(c) where applicable, details of the Result relating to each Task or Project, including any file attributes, references or other information recorded in the Platform, and
(d) any other payment-related or billing information recorded in the Billing System for the relevant Accounting Period.

2.10. No later than the twentieth (20th) day of the month following the relevant Accounting Period, the Client shall either:

(a) approve the Report through the Platform, or
(b) notify the Contractor through the Platform of any technical or clerical error requiring correction.

The Client may not use the Report approval process to dispute the quality or performance of any Task or Project already accepted under this Agreement.

2.11. If the Client neither approves the Report nor submits a notice under Clause 2.10 within the applicable period, the Report shall be deemed approved in full.

Unless expressly stated otherwise, the Report generated through the Platform shall constitute conclusive evidence of the Remuneration payable for the relevant Accounting Period.

2.12. The Parties agree that Reports, approvals, acceptances, confirmations and other records generated, stored or exchanged through the Platform constitute electronic records and written communications. Such records shall be legally binding, admissible as evidence and shall have the same legal force and effect as documents executed in hard copy, to the fullest extent permitted by applicable law.

3. Remuneration and Payment

3.1. The Remuneration payable by the Client to the Contractor for each Accounting Period shall be the aggregate of the Remuneration payable in respect of all Tasks and Projects accepted by the Client during that Accounting Period.

3.2. The Remuneration applicable to each individual Task or Project shall be determined by the Client through the Platform and shall be calculated in accordance with the fees methodology made available by the Contractor through the Platform, including the applicable fees and the remuneration allocated to the relevant Provider.

3.3. Unless expressly stated otherwise, all amounts payable under this Agreement are exclusive of any value added tax (VAT), goods and services tax (GST), sales tax or any similar indirect taxes, which shall be payable in addition where applicable.

Each Party shall be solely responsible for its own taxes, duties and statutory charges arising in connection with this Agreement.

3.4. The Contractor's applicable fees methodology shall be published on or made available through the Platform.

The Contractor may amend its fees from time to time by giving the Client not less than one (1) month's prior notice through the Platform. Any revised fees shall apply only to Tasks or Projects created after the effective date of the relevant amendment unless otherwise agreed in writing.

3.5. Unless otherwise expressly agreed, the Remuneration includes all costs and expenses incurred by the Contractor in performing this Agreement.

Where proper performance of a Task or Project requires information, materials, equipment or other resources to be supplied by the Client, the Client shall provide such items at its own cost and expense.

3.6. The Client shall fund its Account by making advance payments through the payment methods made available on the Platform. The amount of each advance payment shall be determined by the Client. Any advance payment shall be applied solely towards amounts properly due and payable to the Contractor for Works and Services provided or accepted under this Agreement and shall not constitute a deposit or other investment of funds.

3.7. Following receipt of an advance payment request, the Contractor shall issue an electronic invoice through the Platform. Each invoice generated through the Platform shall be deemed duly issued on the date specified in the invoice.

The applicable currency and amount shall be determined at the time the relevant invoice is issued. Where payment may be made in multiple currencies, the applicable exchange rate and the mechanism for determining the equivalent amount shall be specified in the relevant invoice

Upon the Client's request, the Contractor may also provide a downloadable or electronically signed copy of the invoice. Electronic invoices and electronic copies of invoices shall constitute valid and legally binding accounting documents to the fullest extent permitted by applicable law.

3.8. Advance payments shall be applied against the Remuneration payable for Tasks and Projects accepted by the Client in accordance with this Agreement.

All payments under this Agreement shall be made in the currency selected through the Platform.

3.9. Subject to this Agreement, the Contractor shall refund any unused balance of advance payments in the following circumstances:

(a) following termination of this Agreement for any reason, after deduction of all Remuneration payable in respect of accepted Tasks and Projects and any other amounts due under this Agreement, within ten (10) Business Days following completion of the final Accounting Period and approval (or deemed approval) of the final Report, or
(b) where the Client has made an erroneous or excess payment, within ten (10) Business Days after receipt of the Client's written refund request specifying the applicable payment details.

4. Intellectual Property

4.1. Where a Task or Project requires the creation, development or delivery of any Result that contains or constitutes Intellectual Property, the provisions of this Clause 4 shall apply.

4.2. The Client acknowledges and agrees that Tasks or Projects may be performed by the Contractor directly or through one or more Providers engaged by the Contractor.

Where a Result is created by a Provider, the Contractor shall procure the necessary Intellectual Property Rights from such Provider in accordance with the applicable Subcontractor Agreement and shall have the right to assign, licence or otherwise make such Intellectual Property available to the Client in accordance with this Agreement.

4.3. To the fullest extent permitted by applicable law, and subject to the Client's payment of the applicable Remuneration, the Contractor assigns to the Client all Intellectual Property Rights in and to the Results created specifically for the Client under a Task or Project, where such assignment is expressly provided for in the applicable Task or Project.

Any such assignment shall take effect automatically upon:

(a) creation of the relevant Result, and
(b) payment by the Client of the applicable Remuneration,

without the need for any further act or document, except where additional formalities are required under applicable law.

The Client shall become the owner of the assigned Intellectual Property Rights for the entire period of protection of such rights (including any renewals, extensions and revivals) and throughout the world.

4.4. Unless otherwise expressly agreed by the Parties, the Contractor shall deliver any Result through the Platform or by any other method agreed between the Parties.

Delivery of a Result through the Platform constitutes:

(a) confirmation by the Contractor that the Result has been completed in accordance with the applicable Task or Project,
(b) delivery of the Result to the Client,
(c) where applicable, transfer or grant of the relevant Intellectual Property Rights in accordance with this Agreement.

4.5. The Contractor shall ensure that:

(a) the Results are created, developed or delivered in accordance with the requirements of the applicable Task or Project,
(b) the Contractor has obtained all rights, licences, consents and permissions necessary to provide the Results and grant the rights contemplated under this Agreement,
(c) the Results, and the Client's permitted use of the Results in accordance with this Agreement, do not knowingly infringe any third-party Intellectual Property Rights, and
(d) any third-party Intellectual Property incorporated into a Result is used in compliance with applicable licence terms.

4.6. The Client acknowledges that certain Results may include or depend on:

(a) Intellectual Property owned by the Contractor or Provider before commencement of the relevant Task or Project,
(b) methodologies, processes, tools, templates, software, libraries, frameworks, know-how, documentation, systems or other materials developed independently of the relevant Task or Project, or
(c) third-party Intellectual Property (“Background Intellectual Property”).

Unless expressly agreed otherwise in writing, ownership of all Background Intellectual Property shall remain with the Contractor, Provider or the relevant third party.

To the extent any Background Intellectual Property is incorporated into, embedded in, or necessary for the use, operation, maintenance, modification or exploitation of a Result, the Contractor grants to the Client a worldwide, perpetual, irrevocable, royalty-free, non-exclusive licence to use such Background Intellectual Property solely as part of, or in connection with, the relevant Result.

4.7. The Client shall not acquire any ownership rights, title or interest in:

(a) the Platform,
(b) the Contractor's software, systems, databases, tools, methodologies, processes, know-how or other proprietary materials,
(c) any Background Intellectual Property, or
(d) any Intellectual Property belonging to the Contractor or third parties, except as expressly provided under this Agreement.

4.8. Unless expressly agreed otherwise in the applicable Task or Project, the Contractor shall procure that the Provider does not transfer to the Client any rights in open-source software, third-party software, libraries, components, datasets, documentation or other materials incorporated into a Result where such transfer is prohibited or restricted under the applicable licence terms.

Where reasonably requested by the Client, the Contractor shall provide available information regarding third-party materials incorporated into a Result.

4.9. To the extent permitted by applicable law, the Contractor shall procure that all applicable moral rights or similar rights of Providers are waived or otherwise managed to enable the Client's intended use of the Result.

Where such waiver is not legally effective, the Contractor shall procure that the relevant rights holders provide all necessary consents to allow the Client and its authorised users to use, modify, adapt, reproduce, distribute and otherwise exploit the Result in accordance with this Agreement.

4.10. The Parties acknowledge and agree that the Remuneration payable for the relevant Task or Project constitutes full and final consideration for:

(a) creation and delivery of the Result,
(b) assignment or licensing of Intellectual Property Rights in accordance with this Agreement,
(c) any licence granted under this Clause 4, and
(d) performance of all obligations relating to Intellectual Property under this Agreement.

Unless expressly agreed otherwise in writing, no additional royalties, licence fees or other payments shall be payable by the Client in connection with the use or exploitation of the Results.

4.11. The Contractor shall have the right to use, disclose, licence, transfer, assign or otherwise dispose of any Intellectual Property Rights owned by the Contractor or obtained from Providers, provided that such use does not conflict with the rights expressly granted to the Client under this Agreement.

The Client may use, reproduce, modify, distribute, commercialise and otherwise exploit the Results solely in accordance with the rights granted under this Agreement and the applicable Task or Project.

4.12. The Contractor represents, warrants and undertakes that:

(a) it has the necessary rights, title, licences and permissions to provide the Results and grant the rights contemplated under this Agreement,
(b) the Contractor's provision of the Results and the Client's permitted use of the Results will not knowingly infringe third-party Intellectual Property Rights,
(c) any third-party materials incorporated into the Results have been lawfully obtained and used in accordance with applicable licence terms, and
(d) the Contractor shall comply with its Intellectual Property obligations under this Agreement.

4.13. The Contractor shall indemnify the Client against losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from any third-party claim alleging that:

(a) the Results provided by the Contractor infringe third-party Intellectual Property Rights, or
(b) the Contractor did not have sufficient rights, licences or permissions to provide the Results or grant the rights contemplated under this Agreement.

The Contractor shall have no liability to the extent that the claim arises from:

(1) modification of the Result by the Client or any third party,
(2) use of the Result outside the scope of this Agreement, or
(3) combination of the Result with materials not provided or approved by the Contractor.

4.14. The Client shall promptly notify the Contractor of any actual or threatened Intellectual Property claim relating to a Result and shall reasonably cooperate with the Contractor in resolving such claim. The Contractor shall have the right to control the defence, settlement or resolution of any such claim.

4.15. The provisions of this Clause shall survive termination or expiry of this Agreement.

5. Use of the Platform by the Client

5.1. Subject to the terms of this Agreement, the Terms of Service and any applicable Related Documents, the Contractor grants the Client a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform solely for the purposes of:

(a) registering, accessing and maintaining the Account,
(b) creating, reviewing, accepting, managing and monitoring Tasks and Projects through the Platform,
(c) providing information, instructions, materials and other data required for the performance of Tasks and Projects,
(d) reviewing, accepting and managing Results delivered by the Contractor or Providers through the Platform,
(e) reviewing Reports, invoices, payment information and other documents generated or made available through the Platform,
(f) communicating with the Contractor, Providers and other authorised Platform users in connection with Tasks, Projects and the provision of Works or Services, and
(g) accessing other Platform functionality made available by the Contractor from time to time.

5.2. The Client shall use the Platform solely for the purposes expressly permitted under this Agreement, the Terms of Service and any applicable Related Documents. Any use of the Platform outside the scope of such documents is strictly prohibited.

5.3. The Client shall not:

(a) interfere with, disrupt, disable, damage or adversely affect the operation, security, availability or integrity of the Platform or any related systems or networks,
(b) attempt to gain unauthorised access to any part of the Platform, Account, systems, networks or data,
(c) reverse engineer, decompile, disassemble, copy, modify, reproduce or create derivative works of the Platform or any part thereof, except to the extent expressly permitted by applicable law,
(d) use the Platform to develop, provide or operate any competing service or product,
(e) copy, extract, scrape, reproduce, distribute, licence, sell, transfer or otherwise exploit any data, content, functionality or materials made available through the Platform, except as expressly permitted under this Agreement, or
(f) circumvent or attempt to circumvent any security, access control or usage restrictions implemented by the Contractor.

5.4. The Client acknowledges and agrees that:

(a) the Platform, including all software, systems, databases, interfaces, functionality, designs, processes, documentation and related Intellectual Property Rights, remains the exclusive property of the Contractor or its licensors,
(b) no ownership rights, title, licence or other proprietary rights in or to the Platform are transferred or granted to the Client, except for the limited access rights expressly provided under this Agreement,
(c) the Client's access to and use of the Platform does not create any right to use the Platform for any purpose other than the performance of this Agreement, and
(d) the Contractor may suspend, restrict or terminate the Client's access to the Platform or Account in accordance with this Agreement, the Terms of Service or any applicable Related Documents.

5.5. The Client shall be responsible for maintaining the confidentiality and security of its Account credentials and shall ensure that all actions performed through the Account are authorised and performed by the Client or its authorised representatives. Any actions performed through the Account shall be deemed actions performed by or on behalf of the Client.

5.6. Any breach of this Clause shall constitute a material breach of this Agreement.

6. Representations and Warranties

6.1. Each Party represents and warrants to the other Party that:

(a) it is duly incorporated, established and/or registered, validly existing and carrying on its business in compliance with applicable law,
(b) it has full legal capacity, authority and all necessary rights to enter into, perform and comply with this Agreement,
(c) no bankruptcy, insolvency, administration, liquidation or similar proceedings have been commenced or, to the best of its knowledge, threatened against it, and it is not subject to any voluntary or compulsory liquidation process,
(d) the person entering into this Agreement on its behalf has been duly authorised to do so and has all necessary authority to bind such Party,
(e) all necessary corporate approvals, shareholder approvals, regulatory approvals or third-party consents required for the valid execution, performance and enforcement of this Agreement have been duly obtained and remain valid and effective, and
(f) the execution, delivery and performance of this Agreement does not and will not:
- (1) violate any applicable law, regulation, court order or decision of any competent authority applicable to such Party,
- (2) conflict with or result in a breach of its constitutional documents, internal regulations or any agreement or obligation binding upon it, or
- (3) require any further consent, approval or authorisation, except those already obtained or expressly disclosed to the other Party.

6.2. Each Party shall be responsible for any breach of its representations, warranties, obligations or undertakings under this Agreement.

If any breach by a Party of its obligations, representations or warranties under this Agreement results in any claim, demand, legal proceeding, regulatory action, penalty, sanction, expense or loss being brought against or incurred by the other Party by any governmental authority or third party, the breaching Party shall indemnify and reimburse the affected Party for all documented losses, costs and expenses actually incurred as a direct result of such breach, including reasonable legal fees and expenses.

Such amounts shall be paid within ten (10) Business Days following receipt of a written demand together with reasonable supporting documentation evidencing the relevant losses, costs or expenses.

6.3. Without limiting any other rights or remedies available to the Contractor under this Agreement or applicable law, the Contractor shall be entitled to set off or deduct any amounts payable by the Client under this Clause from any advance payments or other amounts held or payable by the Contractor to the Client under this Agreement.

6.4. The representations and warranties set out in this Clause shall survive termination or expiry of this Agreement.

7. Rights and Obligations of the Parties

7.1. The Contractor shall:

(a) perform, or arrange for the performance of, the Tasks and Projects in accordance with this Agreement and the applicable Task or Project,
(b) where proper performance of a Task or Project requires information, materials or other resources provided by the Client, use such information and materials solely for the purposes of performing the relevant Task or Project,
(c) where performance does not require materials supplied by the Client, use its own personnel, resources, information, materials and equipment to perform the applicable Tasks or Projects, and
(d) perform such other obligations as are set out in this Agreement or required by applicable law.

7.2. The Contractor may:

(a) engage one or more Providers to perform any Task or Project in accordance with this Agreement,
(b) complete any Task or Project, and deliver any applicable Result, before the applicable performance deadline without prior notice to the Client,
(c) request, through the Platform or otherwise, that the Client provides any information, documents, materials or assistance reasonably required for the proper performance of a Task or Project,
(d) reject, suspend or decline any Task or Project created by the Client where:
- (1) the Task or Project does not correspond to any category or type of work or service supported by the Platform,
- (2) the Platform assigns the Task or Project a status indicating that it has been rejected, cancelled or is otherwise unavailable for performance,
- (3) the Task or Project cannot reasonably be completed within the performance period specified by the Client,
- (4) acceptance of the Task or Project would breach applicable law, this Agreement, the Terms of Service or any Related Document,
(e) exercise any other rights available under this Agreement or applicable law.

7.3. The Client shall:

(a) register for the Platform and maintain an Account in accordance with the Terms of Service, this Agreement or any Related Document,
(b) ensure that all registration information and account details remain accurate, complete and up to date,
(c) ensure that any individual acting through the Account is duly authorised to bind the Client,
(d) create Tasks and Projects through the Platform and:
- (1) select only Tasks or Projects available through the Platform,
- (2) provide complete, accurate and lawful information,
- (3) specify appropriate performance periods, and
- (4) determine the applicable Remuneration in accordance with the Platform's fees methodology,
(e) accept completed Tasks and Projects and pay the applicable Remuneration in accordance with this Agreement,
(f) where necessary for proper performance, provide all information, documents, materials, access and assistance required by the Contractor at the Client's own expense,
(g) promptly notify the Contractor through the Platform of any circumstance that may affect the performance, timing or quality of any Task or Project and cooperate in resolving such circumstances,
(h) accept and pay for any Task or Project completed by the Contractor or the relevant Provider before the expiry of the applicable performance period, provided that such early completion is in accordance with this Agreement and the terms of the relevant Task or Project,
(i) ensure that all information submitted through the Platform is accurate, complete and not misleading,
(j) provide any information or documentation reasonably requested by the Contractor within two (2) Business Days where required for performance of this Agreement or compliance with applicable law, and
(k) perform all other obligations under this Agreement and applicable law.

7.4. The Client may:

(a) amend or withdraw a Task or Project through the Platform at any time before it has been accepted for performance by the Contractor or Provider, subject to the functionality and restrictions of the Platform,
(b) terminate this Agreement in accordance with its terms, and
(c) exercise any other rights available under this Agreement or applicable law.

8. Confidentiality

8.1. Each Party acknowledges that, in connection with this Agreement, the Platform, or the provision or receipt of the Services or Works, it may receive, access or otherwise become aware of confidential, proprietary or commercially sensitive information relating to the other Party, Providers, Clients or any third party.

For the purposes of this Agreement, “Confidential Information” means any information, data, documents, materials, know-how, trade secrets, business information, technical information, financial information, customer information, specifications, software, source code, designs, processes, methodologies, plans or other information disclosed or made available by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether in written, oral, electronic or any other form, whether or not identified as confidential, and whether disclosed directly or indirectly in connection with this Agreement, the Platform, any Task or Project or the Services.

8.2. Confidential Information does not include information which the Receiving Party can demonstrate:

(a) was publicly available at the time of disclosure or subsequently becomes publicly available other than as a result of a breach of this Agreement,
(b) was lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party,
(c) was independently developed by the Receiving Party without reference to or use of the Confidential Information, or
(d) was lawfully obtained from a third party without breach of any confidentiality obligation.

8.3. Each Receiving Party shall:

(a) keep all Confidential Information strictly confidential and protect it against unauthorised access, use or disclosure,
(b) use Confidential Information solely for the purposes of performing or receiving the Services or Works and exercising its rights and performing its obligations under this Agreement,
(c) not disclose, copy, reproduce, distribute, publish, transfer or otherwise make available any Confidential Information to any third party except:
- (i) with the prior written consent of the Disclosing Party,
- (ii) to its employees, officers, directors, advisers, auditors, affiliates, subcontractors or professional advisers who have a legitimate need to know such information and are bound by confidentiality obligations no less protective than those contained in this Agreement, or
- (iii) as otherwise expressly permitted by this Agreement, and
(d) implement and maintain appropriate technical and organisational measures to protect the Confidential Information against unauthorised access, use, loss, destruction or disclosure.

Disclosure of Confidential Information shall not grant or be construed as granting any licence, ownership right or other interest in or to such Confidential Information or any related Intellectual Property Rights.

8.4. Each Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised access, use or disclosure of Confidential Information and shall reasonably cooperate with the Disclosing Party in investigating, mitigating and preventing any further unauthorised use or disclosure.

8.5. If a Receiving Party is required by applicable law, regulation, court order or the request of a competent governmental or regulatory authority to disclose any Confidential Information, it shall, to the extent legally permitted:

(a) provide the Disclosing Party with prompt written notice before making such disclosure,
(b) reasonably cooperate with the Disclosing Party in seeking appropriate protective measures or limiting the scope of the disclosure, and
(c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

Where prior notice is prohibited by law, the Receiving Party shall notify the Disclosing Party as soon as legally permitted.

8.6. Upon the written request of the Disclosing Party or upon termination or expiry of this Agreement, each Receiving Party shall promptly cease using the Confidential Information and, within five (5) Business Days, return, permanently delete or destroy all Confidential Information and all copies thereof, except to the extent retention is required by applicable law or for bona fide internal compliance, audit or backup purposes. Upon request, the Receiving Party shall certify in writing that it has complied with this Clause.

8.7. Each Receiving Party shall be responsible for any breach of this Clause by itself or by any person to whom it has disclosed Confidential Information in accordance with this Agreement.

The Receiving Party shall indemnify and hold harmless the Disclosing Party, its affiliates, officers, directors, employees, Providers, Clients, successors and assigns from and against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any unauthorised access, use or disclosure of the Confidential Information by the Receiving Party or any person for whom it is responsible.

8.8. Each Party acknowledges that unauthorised disclosure or misuse of Confidential Information may cause irreparable harm for which damages alone may not be an adequate remedy. Accordingly, the affected Party shall be entitled to seek injunctive relief, specific performance or any other equitable remedy available under applicable law, in addition to any other rights or remedies available under this Agreement or at law.

8.9. The obligations contained in this Clause shall commence on the effective date and shall survive termination or expiry of this Agreement for a period of three (3) years, except that obligations relating to trade secrets or other Confidential Information protected by applicable law shall continue for so long as such information remains protected under applicable law.

9. Liability

9.1. Each Party shall be responsible for any failure to perform, or improper performance of, its obligations under this Agreement in accordance with the terms of this Agreement and applicable law.

9.2. The Client acknowledges and agrees that, to the fullest extent permitted by applicable law, the Contractor’s liability arising out of or in connection with any Task, Project or Result shall be limited solely to direct losses actually incurred and reasonably documented by the Client as a direct result of the Contractor’s breach of this Agreement.

The Contractor’s aggregate liability arising out of or in connection with any individual Task or Project shall in no event exceed the amount of the Remuneration actually paid or payable by the Client to the Contractor in respect of such Task or Project.

9.3. To the fullest extent permitted by applicable law, the Contractor shall not be liable for any indirect, consequential, incidental, special or exemplary losses, or any loss of profit, revenue, business, anticipated savings, goodwill, reputation, business opportunity or any other economic loss arising out of or in connection with this Agreement, any Task, Project or Result, regardless of whether the Contractor was advised of the possibility of such losses.

9.4. Nothing in this Agreement shall exclude or limit either Party’s liability for fraud or fraudulent misrepresentation, death or personal injury caused by its negligence, wilful misconduct, or any liability which cannot be excluded or limited under applicable law.

9.5. The Client shall be solely responsible for:

(a) the accuracy, completeness and legality of any information, documents, materials or instructions provided by the Client in connection with the performance of any Task or Project,
(b) ensuring that any Intellectual Property Rights, trademarks, trade names, designs, materials or other proprietary rights provided by the Client or incorporated into any Task or Project may be lawfully used by the Contractor, Providers or any other authorised persons for the purposes of performing this Agreement, and
(c) ensuring that any information, materials or instructions provided by the Client do not violate applicable law or infringe any rights of third parties.

9.6. The Client shall be responsible for the accuracy, completeness, validity and compliance with applicable law of all information and documents provided by the Client in connection with this Agreement, including information provided during registration on the Platform and any subsequent amendments or updates made by the Client.

The Client shall be solely responsible for any claims, losses, liabilities or damages arising from inaccurate, incomplete, outdated or unlawful information or documents provided by the Client. The Parties agree that any actions, instructions, approvals, acceptances or other activities performed through the Platform using the Client Account after the effective date of this Agreement shall be deemed to have been performed by or on behalf of the Client.

9.7. Except as expressly provided otherwise in this Agreement, the aggregate liability of either Party arising out of or in connection with this Agreement shall not exceed the amount of actual direct losses suffered by the other Party and shall be limited to the extent permitted by applicable law.

10. Force Majeure

10.1. Neither Party shall be liable for any failure to perform, or delay in performing, its obligations under this Agreement (other than an obligation to make a payment that has already fallen due) to the extent that such failure or delay is caused by or results from a Force Majeure Event.

10.2. For the purposes of this Agreement, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party that could not reasonably have been foreseen or avoided and prevents or materially delays the performance of its obligations under this Agreement despite the exercise of reasonable diligence. Force Majeure Events may include, without limitation:

(a) war (whether declared or undeclared), armed conflict, invasion, terrorism, civil unrest, riot or insurrection,
(b) epidemic, pandemic or public health emergency,
(c) earthquake, flood, storm, fire or other natural disaster,
(d) acts or omissions of governmental or regulatory authorities, including the introduction, amendment or withdrawal of any law, regulation, sanction, licence or governmental restriction affecting the performance of this Agreement,
(e) widespread interruption or failure of telecommunications networks, internet services, utilities or other critical infrastructure, and
(f) any other event beyond the reasonable control of the affected Party that prevents or materially delays performance of this Agreement.

10.3. The affected Party shall notify the other Party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event, providing reasonable details of its nature, anticipated duration and the obligations affected. The affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

10.4. The performance of the affected obligations shall be suspended for the duration of the Force Majeure Event. The time for performance shall be extended for a period equal to the duration of the Force Majeure Event together with any reasonable period required to resume performance.

10.5. If a Force Majeure Event continues for more than sixty (60) consecutive days and materially affects the performance of this Agreement, either Party may terminate this Agreement by giving written notice to the other Party without liability, except in respect of rights and obligations accrued prior to the effective date of termination.

11. Term and Termination

11.1. This Agreement becomes legally binding when the Client accepts its terms through the Platform and shall remain in force until terminated in accordance with this Agreement.

11.2. Either Party may terminate this Agreement for convenience at any time by giving the other Party not less than thirty (30) calendar days' prior written notice through the Platform, the Account or by any other communication method permitted under this Agreement.

11.3. Notwithstanding Clause 11.2, the Contractor may, at its sole discretion and without liability (except in respect of obligations accrued prior to termination), suspend or terminate this Agreement, the Account or the Client's access to the Platform, in whole or in part, with immediate effect by written notice if:

(a) the Client materially breaches this Agreement or any Related Document,
(b) the Client fails to pay any undisputed amount due under this Agreement within the applicable payment period,
(c) the Client provides false, inaccurate, misleading or incomplete information, or fails to satisfy any applicable identity verification, compliance, sanctions, anti-money laundering, KYB or other regulatory requirements,
(d) the Contractor reasonably determines that continuing the relationship with the Client may expose the Contractor, any Provider, the Platform or any third party to legal, regulatory, sanctions, financial crime, security, reputational or operational risk,
(e) the Client engages in, attempts to engage in, or facilitates any Prohibited Activities or becomes established, located or resident in a Prohibited Jurisdiction as defined in the Terms of Service, or
(f) the Contractor is required or reasonably considers it necessary to do so in order to comply with applicable law, a court order, the requirements of a governmental, regulatory or supervisory authority, or any applicable sanctions, export control or anti-money laundering requirements.

11.4. Upon termination or expiry of this Agreement:

(a) all rights granted to the Client to access and use the Platform and the Account shall immediately cease, except to the extent necessary to access records or complete any post-termination obligations expressly permitted by the Contractor,
(b) the Contractor may suspend or cancel any pending or future Tasks or Projects that have not yet been accepted or commenced,
(c) the Parties shall cooperate in good faith to complete or wind down any ongoing Tasks or Projects, unless the Contractor reasonably determines that such completion is not appropriate or permitted under applicable law or this Agreement.

11.5. Termination or expiry of this Agreement shall not affect:

(a) any rights, obligations or liabilities accrued before the effective date of termination,
(b) the Client's obligation to pay all fees, charges and other amounts accrued or payable under this Agreement,
(c) the Contractor's rights in respect of any Works, Services or Results delivered before termination,
(d) any rights of the Contractor relating to Intellectual Property, confidentiality, indemnities, limitations of liability or dispute resolution, or
(e) any provision which expressly or by its nature is intended to survive termination.

11.6. Following termination, the Contractor shall invoice, and the Client shall pay, all undisputed fees, charges and other amounts accrued and payable under this Agreement in accordance with the applicable payment terms, subject to any rights of set-off, withholding or deduction expressly provided under this Agreement or applicable law.

11.7. Upon termination or expiry of this Agreement, the Contractor may immediately suspend or deactivate the Account and remove or restrict the Client's access to the Platform and the services.

12. Governing Law and Dispute Resolution

12.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of with the laws of England and Wales.

12.2. Before commencing arbitration, the party raising the Dispute shall provide the other party with written notice describing the nature of the Dispute and the relief sought. The Parties shall use good faith efforts to resolve the Dispute through negotiations for a period of thirty (30) calendar days following receipt of such notice (the “Resolution Period”). Any negotiations, settlement discussions, or settlement offers made during the Resolution Period shall be confidential and inadmissible in any legal or arbitral proceedings, except where disclosure is required by applicable law or for the purpose of enforcing a settlement agreement.

12.3. If the Dispute has not been resolved by the end of the Resolution Period, it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. Those Rules are deemed to be incorporated into this clause by reference. The arbitral tribunal shall consist of one arbitrator. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties. The existence of the arbitration, the arbitration proceedings, all submissions, evidence, orders, and awards shall remain confidential, except to the extent disclosure is required by applicable law, by a court of competent jurisdiction, by a regulatory authority, or for the purpose of enforcing or challenging an arbitral award.

12.4. Nothing in this Clause prevents either Party from seeking interim, conservatory, or emergency relief from any court of competent jurisdiction or from an emergency arbitrator in accordance with the HKIAC Administered Arbitration Rules.

12.5. To the extent that any Dispute is not capable of settlement by arbitration under applicable law, the Parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for the determination of that Dispute.

12.6. The Client further acknowledges and agrees that, where Works, Services, Tasks or Projects are performed by a Provider, the Provider is responsible for the quality, completeness and compliance of such Works, Services, Tasks or Projects with the applicable requirements of the relevant Task or Project.

The Contractor may, but shall not be obliged to, assist in communications between the Client and the relevant Provider in relation to any claim, complaint or issue concerning such Works, Services, Tasks or Projects. Any such assistance shall not constitute an assumption by the Contractor of the Provider’s obligations or liability in respect of the relevant Works, Services, Tasks or Projects.

13. Related Documents

13.1. Before accepting the terms of this Agreement and registration of the Account in the Service the Client must accept the terms of the following documents related to this Agreement which regulate other matters pertaining to use of the Platform and services and included in this Agreement by reference in this Clause (the “Related Documents”):

(a) Terms of Service
(b) Privacy Policy

13.2. By accepting the terms of this Agreement and creating the Account on the Platform, the Client acknowledges and agrees to be legally bound by the terms of this Agreement and the Related Documents, as amended from time to time.

13.3. The Client acknowledges and agrees that the Related Documents may impose additional obligations and provide for specific consequences and liabilities in the event of their breach. The Client shall comply with all applicable Related Documents throughout the Term of this Agreement.

14. Miscellaneous

14.1. The Contractor may amend, update or modify this Agreement from time to time by publishing the updated version through the Platform or making it available through the Account.

The Contractor shall provide the Client with reasonable notice of any material changes to this Agreement through the Platform or the Account.

Unless otherwise specified by the Contractor, any amendment shall become effective from the date specified in the notice or, if no date is specified, from the date on which the updated Agreement is made available through the Platform.

The Client’s continued access to the Platform, use of the Services, submission of Tasks or Projects, or engagement of the Contractor after the effective date of the updated Agreement shall constitute the Client’s acceptance of such updated terms.

If the Client does not agree to any amendment to this Agreement, the Client may terminate this Agreement by submitting a termination request through the Platform in accordance with the terms of this Agreement.

14.2. The Parties agree that any Task, Project, instruction, acceptance, or other communication made available, submitted or accepted through the Platform or the Account shall constitute a valid written communication between the Parties and shall have full legal and evidentiary effect.

The Parties acknowledge and agree that electronic records generated, stored or maintained through the Platform, including records of acceptance, submissions, approvals and communications, may be used as evidence of the Parties’ actions, instructions and agreements.

14.3. If any provision or part of a provision of this Agreement is found by any court or competent authority to be invalid, unlawful, void or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

14.4. This Agreement, together with the Terms of Service, applicable Related Documents and any applicable Task or Project terms, constitutes the entire agreement and understanding between the Parties in relation to its subject matter and supersedes all prior discussions, communications, representations and agreements relating to such subject matter.

14.5. A failure or delay by either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy or prevent its future exercise.

14.6. The Client shall not assign, transfer, or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of the Contractor. The Contractor may assign or transfer this Agreement to any affiliate, successor or purchaser of its business.

15. Communication

15.1. Any notice, request, consent, approval or other communication under or in connection with this Agreement shall be sent by the Client to the Contractor using the following contact details, or such other contact details as the Contractor may notify from time to time:

By post or courier: Unit A2-33, 3/F., Hang Fung Industrial Building, Phase 2, 2G Hok Yuen Street, Hunghom, Hong Kong

By email: [email protected]

15.2. Unless otherwise provided in this Agreement, a notice or other communication shall be deemed to have been received:

(a) if delivered by hand, when left at the recipient's address,
(b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9:00 a.m. on the second Business Day after posting,
(c) if delivered by commercial courier, on the date and at the time recorded in the courier's delivery receipt, and
(d) if sent by email, at the time of transmission, provided that no delivery failure notification is received by the sender. If the email is sent outside Business Hours, it shall be deemed received at 9:00 a.m. on the next Business Day.

15.3. The Parties acknowledge and agree that the Platform and the Account are the primary means of communication under this Agreement. Any notice or other communication transmitted through the Platform or the Account in accordance with this Agreement shall constitute a valid electronic communication in writing, shall have the same legal validity, force and effect as a written document executed in hard copy and, to the fullest extent permitted by applicable law, shall satisfy any contractual or legal requirement for a communication to be in writing or signed. Unless otherwise expressly provided in this Agreement, such communication shall be deemed received by the relevant Party immediately upon becoming available through the Platform or the Account.