Subcontractor Service Agreement

This Subcontractor 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 an individual, entrepreneur, agency or other independent service provider, agree to be bound by the terms and conditions of this Agreement by accepting this Agreement through the Platform (“Subcontractor”)

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

Background

The Subcontractor is engaged in the business of performing certain types of Works and providing certain types of Services as they are defined in this Agreement.
From time to time, the Contractor may engage the Subcontractor to perform Works, provide Services, and carry out such other activities as may be contemplated by this Agreement, in consideration for the Remuneration.
The Subcontractor agrees to perform the Works and provide the Services in accordance with the terms and conditions of this Agreement.

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 Subcontractor to access and use the Platform in connection with the performance of Works and the provision of Services under this Agreement.
“Accounting Period” means one (1) calendar month.
“Act” means the electronic statement of account and acceptance report for Works or Services Act generated through the Billing System at the end of each Accounting Period and made available to the Subcontractor through the Platform.
“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 Subcontractor, and the Subcontractor'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 a Contractor Agreement to perform, or arrange for the performance of, Works, Services, Tasks or Projects through one or more Subcontractors.
“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 Subcontractor 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 in connection with Tasks or Projects requested by Clients under this Agreement.
“Remuneration” means the amounts payable to the Subcontractor for performing the Works or providing the Services, including, where applicable, full consideration for the assignment to the Contractor of all Intellectual Property Rights in any Result created under this Agreement.
“Result” means any work product, deliverable, material, document, software, data, design, invention, report, or other output created, developed, or produced by the Subcontractor 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 services that the Subcontractor is required to 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 Subcontractor is required to perform, create or produce under a Task or Project.

1. Subject of the Agreement

1.1. By accepting this Agreement and registering an Account on the Platform, the Subcontractor agrees, from time to time, to accept and perform Tasks or Projects assigned through the Platform in accordance with this Agreement. Where a Task or Project requires the creation of a Result that includes or constitutes Intellectual Property, the Subcontractor shall create such Result and assign to the Contractor all Intellectual Property Rights in and to that Result in accordance with this Agreement. In return, the Contractor shall pay the Subcontractor the applicable Remuneration for completed Tasks or Projects in accordance with this Agreement.

1.2. The Subcontractor acknowledges and agrees that each Task or Project accepted by the Subcontractor through the Platform constitutes a binding contractual obligation and must be performed in accordance with the applicable Task or Project terms and this Agreement.

1.3. The Subcontractor may only commence a Task or Project after accepting its applicable terms through the Platform. Available Tasks and Projects are displayed in the Account and may include, among other things, the scope of the Works or Services, applicable deadlines, Remuneration, and any additional commercial or legal terms.

1.4. The Parties agree that a Task or Project becomes binding on the Subcontractor once it is accepted through the Platform. By accepting a Task or Project, the Subcontractor agrees to comply with all terms applicable to that Task or Project, including:

(a) the scope of the Works or Services,
(b) the applicable performance period,
(c) any delivery requirements for the Result,
(d) where applicable, the assignment of Intellectual Property Rights in the Result to the Contractor in accordance with this Agreement,
(e) the applicable Remuneration and payment terms, including the payment schedule and payment procedure,
(f) any other terms specified for the Task or Project.

1.5. The Subcontractor shall accept only those Tasks or Projects for which the Subcontractor possesses the necessary qualifications, skills, experience and capacity to perform the applicable Works or Services in accordance with this Agreement. The Subcontractor may accept only Tasks or Projects made available through the Account.

1.6. Unless expressly authorized by the Contractor in writing or in the applicable Task or Project, the Subcontractor shall personally perform all Tasks and Projects. The Subcontractor shall not delegate, subcontract or otherwise engage any third party to perform any part of a Task or Project without the Contractor's prior written approval.

1.7. The Subcontractor shall perform each Task or Project in accordance with the applicable performance period specified through the Platform. The Subcontractor may not unilaterally extend or modify any performance period.

Where the Subcontractor becomes aware of any circumstance that may delay completion of a Task or Project, the Subcontractor shall notify the Contractor through the Platform or by any other communication method designated by the Contractor as soon as reasonably practicable and, where possible, no later than three (3) Business Days before the applicable performance deadline.

If the Subcontractor repeatedly fails to meet applicable performance deadlines by more than one (1) Business Day without providing timely notice of the anticipated delay, the Contractor may suspend or terminate the Account and refuse any future registration or use of the Platform.

1.8. The Contractor shall pay the Subcontractor the applicable Remuneration for completed Tasks or Projects in accordance with Clause 3 of this Agreement.

2. Acceptance of Results

2.1. Upon completion of a Task or Project, the Subcontractor shall deliver the applicable Result to the Contractor through the Platform using the Account, unless another delivery method is expressly permitted by the Contractor or specified in the relevant Task or Project.

Where the Result includes or constitutes Intellectual Property, it shall also be delivered through the Platform unless otherwise agreed in writing.

The Parties agree that the Result of performed Works or Services may, in certain instances, be transferred by the Subcontractor by means of electronic communications or another method outside the Platform. For the avoidance of doubt, acceptance of the Result shall be effective only upon recording of such acceptance via the Account on the Platform.

2.2. Following delivery of the Result, the Contractor shall, within fifteen (15) calendar days:

(a) accept the Result,
(b) reject the Result by providing reasonable details of any material non-conformity, or
(c) request that the Subcontractor correct any identified deficiencies within a reasonable period specified by the Contractor.

2.3. The Subcontractor expressly acknowledges and agrees that, where the Contractor makes a Client’s Tasks or Projects available through the Platform and the Subcontractor performs such Tasks or Projects, the Client may, directly through the Platform, accept or reject the Results.

Unless otherwise specified in the applicable Task or Project, the Subcontractor acknowledges and agrees that the Remuneration is payable to the Subcontractor only upon final acceptance of the Result by the Clients.

Contractor and the Subcontractor expressly agree that the Clients have the right to assert claims with respect to the quality of the performed Works and rendered Services directly to or against the Subcontractor without involvement of Contractor, and that the Subcontractor may assert claims only and exclusively directly to or against such Clients without involvement of Contractor and any of its counterparties with the exception of Clients.

2.4. Acceptance of the Result by the Contractor or, where applicable, by the Client in accordance with this Agreement constitutes the basis for payment of the applicable Remuneration to the Subcontractor.

2.5. At the end of each Accounting Period, the Contractor shall make an Act available to the Subcontractor electronically through the Platform. The Act shall be generated from the Billing System and shall include:

(a) the Tasks and Projects performed or completed by the Subcontractor during the relevant Accounting Period,
(b) the Results delivered or accepted in connection with such Tasks and Projects,
(c) the applicable Remuneration payable or paid in respect of such Tasks and Projects,
(d) any other payment-related information recorded in the Billing System for the relevant Accounting Period.

3. Remuneration and Payment

3.1. The amount and currency of the Remuneration payable to the Subcontractor for the performance of a Task or Project shall be specified in the applicable Task or Project and made available to the Subcontractor through the Platform and the Account. The Subcontractor shall accept the applicable Remuneration terms before commencing performance of the relevant Task or Project.

3.2. The Subcontractor may select from the available payment methods for receiving Remuneration. The available payment methods are displayed through the Platform.

3.3. The performance status of each Task or Project and the corresponding Remuneration payable to the Provider are available through the Billing System.

The Subcontractor shall receive Remuneration using a payment method registered in the Account and owned or controlled by the Subcontractor. The payment of Remuneration shall be made in accordance with the applicable Task or Project terms and this Agreement.

3.4. The Subcontractor shall be solely and fully responsible for completeness and accuracy of details of the means of payment stated by the Subcontractor. The Parties hereby agree and acknowledge that the Contractor shall not bear responsibility for incorrectly stated by the Subcontractor details of the means of payment, including, but not limited to, the cases when such inaccuracy of the details specified by the Subcontractor will lead to payment of the Remuneration by the Contractor to a wrong receiver.

3.5. To the extent permitted by applicable law, the Subcontractor shall be solely responsible for all taxes, duties, levies and other charges applicable to the Remuneration received by the Subcontractor. Unless otherwise required by applicable law, the Contractor shall not be responsible for withholding, reporting or paying taxes on behalf of the Subcontractor and shall not act as the Subcontractor's tax agent.

3.6. The Subcontractor shall be solely responsible for any fees, commissions, exchange rate differences, bank charges or other costs imposed by payment service providers, banks or other intermediaries in connection with the selected payment method or receipt of Remuneration.

4. Intellectual Property

4.1. Where a Task or Project requires the Subcontractor to create, develop or contribute to any Result that contains or constitutes Intellectual Property, the Subcontractor shall comply with this Clause 4.

4.2. Before accepting or commencing any such Task or Project, the Subcontractor shall review and accept the applicable Intellectual Property requirements specified in the relevant Task or Project.

4.3. To the fullest extent permitted by applicable law, the Subcontractor hereby irrevocably assigns (by way of present assignment of future Intellectual Property Rights where applicable), with full title guarantee, to the Contractor all Intellectual Property Rights in and to every Result created, developed, conceived, reduced to practice or otherwise generated by or on behalf of the Subcontractor in connection with the performance of any Task or Project. Such assignment shall take effect automatically immediately upon creation of the relevant Result, without the need for any further act or document, except as expressly required under this Agreement or by applicable law.

The Contractor shall be the sole and exclusive owner of all Intellectual Property Rights assigned under this Agreement for the entire period of protection of such rights (including all renewals, extensions and revivals) throughout the world.

4.4. Unless otherwise expressly agreed by the Contractor in writing, the Subcontractor shall submit the Result through the Platform using the Account. Submission of a Result through the Platform constitutes:

(a) confirmation by the Subcontractor that the Result has been completed in accordance with the applicable Task or Project,
(b) delivery of the Result to the Contractor,
(c) confirmation that the Subcontractor is entitled to assign the applicable Intellectual Property Rights, and
(d) confirmation of the assignment of all Intellectual Property Rights in and to the Result in accordance with this Agreement.

4.5. Unless expressly authorised in the applicable Task or Project or otherwise approved in writing by the Contractor, the Subcontractor shall:

(a) create only original Results,
(b) ensure that the Results do not infringe, misappropriate or otherwise violate the Intellectual Property Rights or other proprietary rights of any third party,
(c) not incorporate into any Result any third-party Intellectual Property except where the Subcontractor has obtained all necessary rights, licences and permissions for the Contractor and, where applicable, the Client to use, modify, commercialise and otherwise exploit the Result without restriction,
(d) comply with all requirements relating to Intellectual Property specified in the applicable Task or Project.

The obligations contained in this Clause constitute material obligations of the Subcontractor under this Agreement.

4.6. The Subcontractor shall not incorporate any Background Intellectual Property into a Result unless:

(a) such incorporation is expressly authorised in the applicable Task or Project or otherwise approved in writing by the Contractor, or
(b) the Subcontractor has all rights, licences, consents and permissions necessary to grant the licence set out in this Clause.

For the purposes of this Clause, “Background Intellectual Property” means any Intellectual Property owned, developed, conceived, created or otherwise acquired by the Subcontractor or licensed to the Subcontractor independently of, and prior to, or outside the scope of, the applicable Task or Project, including any pre-existing software, source code, algorithms, tools, libraries, frameworks, methodologies, templates, know-how, data, documentation, inventions, designs or other proprietary materials.

To the extent that any Background Intellectual Property is incorporated into, embedded in, or is necessary for the use, operation, maintenance, modification, support or exploitation of a Result, the Subcontractor hereby grants to the Contractor, and authorises the Contractor to grant to its Clients and other authorised users, a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable and non-exclusive licence to use, reproduce, host, copy, modify, adapt, maintain, support, distribute, display, perform, commercialise and otherwise exploit such Background Intellectual Property solely as part of, or in connection with, the relevant Result.

Where the Result incorporates any Background Intellectual Property, the Subcontractor shall identify such Background Intellectual Property through the Platform or otherwise notify the Contractor in writing no later than the submission of the relevant Result.

4.7. Unless expressly authorised in writing by the Contractor or expressly permitted in the applicable Task or Project, the Subcontractor shall not incorporate into any Result any open source software, code, library, component, dataset, documentation, content or other material, or any other Intellectual Property that is subject to an open source, copyleft, creative commons or similar licence, where such licence:

(a) requires the disclosure, licensing or distribution of the source code of the Result or any software of the Contractor or a Client,
(b) requires the Result or any part of it to be licensed, distributed or otherwise made available under the same or a similar licence,
(c) restricts or limits the Contractor's or a Client's ability to use, modify, reproduce, commercialise, distribute, sublicense or otherwise exploit the Result,
(d) does not permit the unrestricted, worldwide, royalty-free commercial use, reproduction, modification, distribution and sublicensing of the relevant material as incorporated into the Result, or
(e) otherwise imposes obligations that are inconsistent with the rights granted to the Contractor under this Agreement.

Upon the Contractor's request, the Subcontractor shall provide a complete list of all open source software and third-party components incorporated into any Result, together with details of the applicable licence terms.

4.8. To the fullest extent permitted by applicable law, the Subcontractor irrevocably and unconditionally waives, and agrees not to assert, any and all moral rights (including any rights of attribution, identification, integrity, disclosure or withdrawal) in relation to any Result in favour of the Contractor and every successor in title, assignee, licensee and Clients.

Where any such waiver is not legally effective, the Subcontractor irrevocably consents to any act or omission by the Contractor, Clients, licensees or successors that would otherwise infringe such moral rights.

4.9. The Subcontractor shall, both during and after the Term, promptly execute and deliver all documents and perform all acts reasonably requested by the Contractor to:

(a) give effect to the assignment of Intellectual Property Rights under this Agreement,
(b) register, record, perfect, maintain, enforce or defend the Contractor's Intellectual Property Rights in any jurisdiction,
(c) assist in obtaining, maintaining or enforcing any patent, copyright, design, trademark or other Intellectual Property Right relating to any Result, and
(d) otherwise secure for the Contractor the full benefit of this Clause.

The Contractor may request the execution of any document or the performance of any act required under this Clause through the Platform, the Subcontractor Account or by any other communication method designated by the Contractor. The Subcontractor shall complete any such request within the period specified through the Platform or, if no period is specified, within a reasonable time.

If the Subcontractor fails to execute any document required under this Clause within a reasonable time after request, the Subcontractor irrevocably appoints the Contractor as its attorney solely for the purpose of executing such document on the Subcontractor's behalf, to the extent permitted by applicable law.

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

(a) the creation and delivery of the Result,
(b) the assignment of all Intellectual Property Rights under this Agreement,
(c) any licence granted under Clause 4,
(d) the waiver of moral rights under Clause 4.8, and
(e) the performance of all obligations of the Subcontractor under this Clause 4.

Except as expressly provided in this Agreement or the applicable Task or Project, the Subcontractor shall not be entitled to any additional remuneration, royalty, fee, compensation or other payment shall be payable by the Contractor or any third party in connection with the creation, assignment, use, exploitation or transfer of any Intellectual Property Rights in or to the Result, whether now or in the future.

4.11. The Subcontractor acknowledges and agrees that the Contractor may assign, transfer, licence, sublicense or otherwise dispose of any Intellectual Property Rights in the Result to any Client or third party.

Any assignment, licence, consent, waiver, representation or warranty granted by the Subcontractor under this Agreement shall automatically extend to and benefit the Clients, successors, assigns, licensees and other authorised users of the Result, and the Subcontractor shall have no right to challenge or restrict such use or exploitation.

The Subcontractor irrevocably consents to any modification, amendment, adaptation, reduction, enhancement, translation, combination with other materials or any other alteration of the Intellectual Property or the Result by the Contractor, Clients, licensees, successors, assigns or any other authorised third party. To the fullest extent permitted by applicable law, the Subcontractor waives and agrees not to assert any moral rights or similar rights in relation to the Intellectual Property or the Result, including any right of integrity or objection to any such modification, alteration or use.

The Subcontractor grants the Contractor, its Clients, successors, assigns, licensees and authorised users the right to use, disclose, publish, reproduce, modify, adapt, distribute, commercialise and otherwise exploit the Intellectual Property created under this Agreement, with or without attribution to the Subcontractor, and the Subcontractor irrevocably consents to anonymous use of the Intellectual Property or designation of the Contractor or any authorised third party as the owner or rights holder of the Intellectual Property.

4.12. The Subcontractor represents, warrants and undertakes that:

(a) each Result is original, except to the extent it lawfully incorporates approved third-party or Background Intellectual Property,
(b) the Subcontractor owns or otherwise controls all rights necessary to assign the Intellectual Property Rights in the Result and to grant any licences required under this Agreement,
(c) the Result and its creation, use, modification, commercialisation and exploitation by the Contractor or Clients in accordance with this Agreement will not infringe or misappropriate any Intellectual Property Rights or other proprietary rights of any third party,
(d) no Result is subject to any lien, charge, security interest, licence, restriction or other encumbrance inconsistent with this Agreement,
(e) any third-party materials incorporated into a Result have been lawfully obtained and are used in accordance with all applicable licence terms, and
(f) the Subcontractor has complied, and shall continue to comply, with all obligations relating to Intellectual Property under this Agreement.

Each submission of a Result through the Platform constitutes a separate representation and warranty by the Subcontractor that the warranties set out in this Clause remain true, accurate and complete on the date of submission.

The warranties set out in this Clause survive termination or expiry of this Agreement.

4.13. The Subcontractor shall indemnify, defend and hold harmless the Contractor, its affiliates, Clients, officers, directors, employees, successors, assigns and authorised licensees from and against any and all losses, liabilities, damages, costs, expenses (including reasonable legal fees), claims, actions, proceedings, settlements and judgments arising out of or in connection with:

(a) any breach of this Clause 4 by the Subcontractor,
(b) any allegation or claim that any Result or any use of a Result infringes, misappropriates or otherwise violates the Intellectual Property Rights or other proprietary rights of any third party,
(c) any breach of the warranties set out in Clause 4.12 or Clause 6, or
(d) the incorporation of unauthorised third-party or open source materials into any Result.

The obligations under this Clause shall survive the termination or expiry of this Agreement.

4.14. The Subcontractor represents, warrants and undertakes that the Subcontractor shall, at its own cost and expense, promptly resolve, defend, settle and discharge any claim, dispute or allegation relating to the Intellectual Property created, developed or supplied by the Subcontractor in connection with any Task or Project.

The Subcontractor shall indemnify, defend and hold harmless the Contractor, its affiliates, Clients, officers, directors, employees, successors, assigns and authorised licensees from and against any and all losses, liabilities, damages, costs, expenses (including reasonable legal fees), claims, actions, proceedings, settlements and judgments arising out of or in connection with:

(a) the Contractor's or any Client's ownership, use, modification, licensing, distribution or exploitation of the Intellectual Property infringes any third-party Intellectual Property Rights, or
(b) the Subcontractor did not have sufficient rights, title, licences or permissions to create, provide, assign or licence the Intellectual Property in accordance with this Agreement.

The obligations set out in this Clause are material obligations of the Subcontractor and shall survive termination or expiry of this Agreement.

4.15. Without limiting any other rights or remedies of the Contractor, the Contractor shall have the right, at its sole discretion, to immediately suspend, terminate or permanently disable the Account and prohibit any future registration or access to the Platform where the Contractor reasonably suspects or determines that the Subcontractor:

(a) has breached any obligation relating to Intellectual Property Rights under this Agreement,
(b) has used, incorporated, reproduced, modified or distributed any third-party Intellectual Property without valid authorisation, or
(c) has submitted any Result that infringes or may infringe the Intellectual Property Rights or other proprietary rights of any third party.

5. Use of the Platform by the Subcontractor

5.1. Subject to the terms of this Agreement and any applicable Related Documents, the Contractor grants the Subcontractor 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) reviewing, accepting and performing Tasks and Projects made available through the Platform,
(c) uploading, submitting, managing and tracking Results,
(d) assigning Intellectual Property Rights in and to Results to the Contractor in accordance with this Agreement,
(e) selecting and managing the payment method for receipt of Remuneration,
(f) communicating with the Contractor, Clients 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 Subcontractor shall use the Platform solely for the purposes expressly permitted under this Agreement and any applicable Related Documents. Any use of the Platform outside the scope of such documents is strictly prohibited.

5.3. The Subcontractor 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, or
(e) circumvent or attempt to circumvent any security, access control or usage restrictions implemented by the Contractor.

5.4. The Subcontractor acknowledges and agrees that:

(a) the Platform and all related Intellectual Property Rights remain the exclusive property of the Contractor or its licensors,
(b) no ownership rights in the Platform are transferred or granted to the Subcontractor, and
(c) the Contractor may suspend or restrict the Subcontractor's access to the Platform in accordance with this Agreement or any applicable Related Documents.

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

6. Subcontractor’s Representations and Warranties

6.1. By accepting the terms of this Agreement, the Subcontractor represents, warrants and undertakes that:

(1) the Subcontractor shall perform all Tasks and Projects in a timely, professional and diligent manner and in accordance with the requirements, specifications and deadlines applicable to the relevant Task or Project,
(2) unless expressly authorised by the Contractor, the Subcontractor shall not engage any third party to perform any Task or Project. Where such engagement is expressly permitted, the Subcontractor shall remain fully responsible for the acts, omissions, performance and compliance of such third party as if they were acts or omissions of the Subcontractor,
(3) the Subcontractor is the sole creator, owner or lawful controller of all Intellectual Property Rights in and to the Results created by the Subcontractor in connection with any Task or Project and has full authority to assign such Intellectual Property Rights to the Contractor in accordance with this Agreement,
(4) the creation, delivery, assignment, ownership, use, modification, licensing, distribution, commercialisation or other exploitation of the Intellectual Property by the Contractor, Clients or any authorised third party shall not infringe, misappropriate or violate any third-party Intellectual Property Rights, proprietary rights, contractual rights or confidentiality obligations,
(5) the Results shall not contain any third-party Intellectual Property, confidential information, trade secrets, proprietary materials or other protected content unless the Subcontractor has obtained all necessary rights, licences, permissions and consents required for such use and for the subsequent use, assignment, licensing and exploitation of the Results by the Contractor and Clients,
(6) where the Results include or incorporate any open-source software, open-licensed materials or other third-party licensed materials, such use shall comply with the requirements of this Agreement and shall not impose any obligation, restriction or limitation that prevents or restricts the Contractor's or any Client's ownership, use, modification, licensing, distribution or commercial exploitation of the Results,
(7) at the time of assignment of Intellectual Property Rights to the Contractor, there shall be no pending or threatened claims, disputes, liens, encumbrances or other restrictions affecting the Intellectual Property Rights assigned to the Contractor,
(8) the Subcontractor shall not, before or after assignment of Intellectual Property Rights to the Contractor, grant, assign, transfer, license or otherwise dispose of any rights in the Results or Intellectual Property in a manner that conflicts with, limits or prejudices the Contractor's ownership, use, exploitation or transfer of such Intellectual Property Rights,
(9) the Subcontractor shall, at its own cost and expense, promptly defend, resolve and discharge any claim, dispute or allegation raised by any third party relating to the Results, Works, Services or Intellectual Property created by the Subcontractor, including any claim relating to infringement or unauthorised use of third-party Intellectual Property Rights,
(10) where a Task or Project is provided by a Client through the Contractor, the Subcontractor shall not enter into any direct contractual, commercial or other relationship with such Client in relation to such Task or Project, except for communications expressly permitted under this Agreement or for responding to claims relating to the quality or performance of the Works, Services or Results,
(11) this Agreement constitutes a valid and binding obligation of the Subcontractor and is enforceable against the Subcontractor in accordance with its terms. The Subcontractor's acceptance and performance of this Agreement do not breach any agreement, obligation, undertaking, restriction or applicable law binding upon the Subcontractor.

6.2. The representations, warranties and undertakings 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) provide the Subcontractor with access to the Platform and enable the Subcontractor to register and maintain an Account,
(b) make available through the Platform such Tasks or Projects as the Contractor may determine from time to time, taking into account the Subcontractor's qualifications, experience, skills and availability, where applicable,
(c) make the Act available to the Subcontractor electronically through the Account within 15 (Fifteen) Business Days after the end of the relevant Accounting Period, unless otherwise provided in the applicable Task or Project,
(d) review and, where applicable, accept or reject Results submitted by the Subcontractor in accordance with this Agreement,
(e) pay the Remuneration due to the Subcontractor in accordance with this Agreement and the applicable Task or Project.

7.2. The Contractor may:

(a) require the Subcontractor to perform any Task or Project in accordance with the applicable specifications, quality standards, deadlines and other requirements,
(b) monitor, review and evaluate the Subcontractor's performance and compliance with this Agreement, the Terms of Service, Related Documents and any applicable Task or Project,
(c) suspend, restrict or terminate the Subcontractor's access to the Platform or this Agreement in accordance with this Agreement or the Related Documents,
(d) terminate this Agreement in accordance with this Agreement.

7.3 The Subcontractor shall:

(a) perform all accepted Tasks and Projects with due skill, care and diligence, in accordance with applicable professional standards and the requirements of this Agreement,
(b) complete all accepted Tasks and Projects within the applicable performance deadlines,
(c) deliver all Results through the Platform or by any other method expressly permitted under this Agreement or the relevant Task or Project,
(d) comply with all provisions of this Agreement relating to Intellectual Property, confidentiality, data protection and use of the Platform,
(e) comply with this Agreement, the Related Documents and all requirements applicable to each Task or Project,
(f) promptly notify the Contractor of any circumstance that may materially affect the Subcontractor's ability to perform a Task or Project in accordance with this Agreement.

7.4 The Subcontractor may:

(a) accept or decline any Task or Project offered through the Platform, unless otherwise agreed in writing,
(b) receive the Remuneration for accepted and completed Tasks or Projects in accordance with this Agreement,
(c) access and use the Platform in accordance with this Agreement and the Terms of Service,
(d) terminate this Agreement in accordance with this Agreement.

8. Confidentiality

8.1. The Subcontractor acknowledges that, in connection with the performance of Tasks or Projects under this Agreement, the Subcontractor may receive, access or become aware of confidential, proprietary or commercially sensitive information relating to the Contractor, 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, source code, software, designs, processes, plans or other information disclosed or made available to the Subcontractor, whether in written, oral, electronic or any other form, whether or not marked as confidential, and whether disclosed directly or indirectly in connection with this Agreement, a Task or a Project.

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

(a) was publicly available at the time of disclosure or subsequently becomes publicly available other than through a breach of this Agreement,
(b) was lawfully known to the Subcontractor before disclosure by the Contractor, Client or relevant third party,
(c) was independently developed by the Subcontractor without use of or reference to Confidential Information, or
(d) was lawfully received from a third party without breach of any confidentiality obligation.

8.3. The Subcontractor shall:

(a) keep all Confidential Information strictly confidential and protect it against unauthorised access, use or disclosure,
(b) use Confidential Information solely for the purpose of performing Tasks and Projects under this Agreement,
(c) not disclose, copy, reproduce, distribute, publish, transfer or otherwise make available any Confidential Information to any third party without the prior written consent of the Contractor,
(d) implement appropriate technical and organisational measures to protect Confidential Information against unauthorised access, loss or disclosure.

Disclosure of Confidential Information shall not be interpreted as granting the Subcontractor any right, title, interest, licence or other entitlement in or to such Confidential Information.

8.4. The Subcontractor shall promptly notify the Contractor upon becoming aware of any actual or suspected unauthorised access, use or disclosure of Confidential Information and shall reasonably cooperate with the Contractor in investigating, mitigating and preventing any further unauthorised disclosure or misuse.

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

(a) provide the Contractor with prompt written notice before such disclosure,
(b) cooperate with the Contractor in seeking protective measures or limiting the scope of disclosure, and
(c) disclose only the minimum amount of Confidential Information legally required.

Where prior notification is prohibited by law, the Subcontractor shall notify the Contractor as soon as legally permitted.

8.6. Upon request of the Contractor or termination or expiry of this Agreement, the Subcontractor shall promptly cease using Confidential Information and, within 5 (Five) Business Days of such request, return, delete or destroy all documents, materials and copies containing Confidential Information, except where retention is required by applicable law.

Upon request, the Subcontractor shall confirm such return, deletion or destruction in writing.

8.7. The Subcontractor shall be responsible for any breach of this Clause by the Subcontractor or any person to whom the Subcontractor has disclosed Confidential Information.

The Subcontractor shall indemnify and hold harmless the Contractor, Clients and relevant information owners against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any unauthorised use or disclosure of Confidential Information caused by the Subcontractor.

8.8. The Subcontractor acknowledges that unauthorised disclosure or misuse of Confidential Information may cause irreparable harm to the Contractor or Client and that monetary damages may not be an adequate remedy. Accordingly, the Contractor shall be entitled to seek injunctive or equitable relief in addition to any other remedies available under applicable law.

8.9. The obligations contained in this Clause shall apply from the date the Subcontractor accepts this Agreement and shall survive termination or expiry of this Agreement for 3 (Three) years in respect of Confidential Information generally, and for so long as such information remains protected as a trade secret under applicable law, in respect of trade secrets and other legally protected confidential information.

9. Liability

9.1. The Subcontractor shall be responsible and liable for any breach of this Agreement, any applicable Task or Project requirements, or any Related Documents, and for any act, omission, negligence, misconduct or failure to perform the Works or provide the Services in accordance with the applicable requirements.

9.2. The Subcontractor shall be responsible for ensuring that all Works, Services and Results performed, provided or delivered by the Subcontractor:

(a) comply with the requirements of the relevant Task or Project,
(b) are performed with due skill, care and diligence and in accordance with applicable professional standards,
(c) do not infringe or misappropriate any third-party rights, including Intellectual Property Rights, and
(d) are free from defects, errors or deficiencies to the extent required under this Agreement.

9.3. The Subcontractor shall be liable for all losses, damages, costs, expenses, liabilities, claims and proceedings suffered or incurred by the Contractor, its affiliates, Clients, officers, directors, employees, successors, assigns or authorised licensees arising out of or in connection with:

(a) any breach by the Subcontractor of this Agreement or any Related Document,
(b) any failure by the Subcontractor to perform Tasks or Projects in accordance with the agreed requirements, deadlines or quality standards,
(c) any infringement, misappropriation or alleged infringement of third-party rights arising from the Works, Services or Results,
(d) any breach of confidentiality, data protection, security or other obligations imposed under this Agreement, or
(e) any act or omission of the Subcontractor in connection with the performance of this Agreement.

9.4. To the fullest extent permitted by applicable law, the Contractor shall not be liable to the Subcontractor for any indirect, consequential, special or punitive losses, including any loss of profit, revenue, business opportunity, anticipated savings or goodwill.

9.5. Nothing in this Agreement shall exclude or limit either Party's liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, wilful misconduct, breach of confidentiality obligations, infringement or misuse of Intellectual Property Rights, or any liability which cannot be excluded or limited under applicable law.

9.6. The limitations and exclusions of liability set out in this Agreement shall apply regardless of the legal basis of the claim, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

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 Subcontractor accepts its terms through the Platform and shall continue in force until terminated in accordance with this Agreement.

11.2. Either Party may terminate this Agreement at any time for convenience by giving the other Party not less than thirty (30) calendar days' prior written notice through the Platform, the Subcontractor 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 (other than payment of any accrued Remuneration in accordance with this Agreement), suspend or terminate this Agreement, the Subcontractor's Account, or the Subcontractor's access to the Platform with immediate effect by written notice if:

(a) the Subcontractor materially breaches this Agreement or any Related Document,
(b) the Subcontractor repeatedly fails to perform Tasks or Projects in accordance with the agreed requirements, quality standards or performance deadlines,
(c) the Contractor reasonably determines that continuing the relationship may expose the Contractor, any Client or the Platform to legal, regulatory, commercial, security, reputational or operational risk, or
(d) the Contractor is required to do so by applicable law, a court, a governmental authority or a regulatory authority.

11.4. Termination of this Agreement shall not affect:

(a) any rights, obligations or liabilities accrued before the effective date of termination,
(b) the Contractor's ownership of any Intellectual Property Rights assigned under this Agreement,
(c) any provision which is expressly or by its nature intended to survive termination.

11.5. Subject to the Subcontractor's compliance with this Agreement and any applicable Task or Project, the Contractor shall pay all undisputed and accrued Remuneration properly payable in respect of Tasks or Projects accepted before the effective date of termination in accordance with the applicable payment terms, less any amounts validly withheld, set off or deducted under this Agreement or applicable law.

11.6. Upon termination of this Agreement, the Contractor may immediately remove or deactivate the Subcontractor's access to the Platform and the Account.

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. In cases where Clients whose Tasks and Projects are placed by the Contractor make claims to the Subcontractor with respect to the quality of Tasks, the Subcontractor must resolve any and all such claims of Clients at his/her own expense and exclusively by himself/herself without involvement of the Contractor and any of its counterparties with the exception of Clients, and this condition is a material obligation of the Subcontractor under this Agreement.

13. Related Documents

13.1. Before accepting the terms of this Agreement and registration of the Account in the Service the Subcontractor 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 Subcontractor 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 Subcontractor acknowledges and agrees that the Related Documents may impose additional obligations and provide for specific consequences and liabilities in the event of their breach, including obligations relating to the protection of the Contractor's Confidential Information and trade secrets. The Subcontractor 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 Subcontractor 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 Subcontractor’s continued access to the Platform, acceptance of Tasks or Projects, or performance of any Works or Services after the effective date of the updated Agreement shall constitute the Subcontractor’s acceptance of such updated terms.

If the Subcontractor does not agree to any amendment to this Agreement, the Subcontractor may terminate this Agreement by submitting a termination request through the Platform in accordance with 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 Subcontractor shall not assign, transfer, subcontract 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 Subcontractor 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.