This Supply of Service Agreement ("Agreement") is entered into between Link Cloud Systems Limited ("we," "our," "us") and the client ("you," "your"), collectively referred to as the "Parties".
This Agreement outlines the terms and conditions under which Link Cloud Systems Limited will provide services to you.
By engaging our services, you agree to be bound by the terms and conditions of this Agreement.
-- Services Provided: --
Link Cloud Systems Limited agrees to provide the services ("Services") described in the Statement of Work ("SOW") or other relevant documentation provided to and agreed upon by you.
-- Customisation: --
Any customisation or additional services outside the initial SOW will be subject to further negotiation and agreement by both Parties.
-- Fees: --
The fees for the Services will be specified in the SOW or other relevant documentation.
-- Payment Terms: --
Invoices will be issued as specified in the SOW. Payment is due upon receipt of the invoice unless otherwise agreed upon in writing.
-- Late Payments: --
Failure to make timely payments may result in additional charges. Any specific details regarding late payments will be outlined in the relevant SOW.
-- Term: --
This Agreement will commence on the effective date and continue until the completion of the Services, or as otherwise specified in the SOW.
-- Termination for Convenience: --
Either Party may terminate this Agreement for any reason with written notice to the other Party.
-- Termination for Cause: --
Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to remedy such breach following receipt of written notice specifying the breach.
-- Effect of Termination: --
Upon termination, you will pay for all Services rendered up to the termination date, including any non-cancellable commitments.
Our Responsibilities:
Your Responsibilities:
-- Confidential Information: --
Each Party agrees to keep confidential any proprietary or confidential information disclosed by the other Party during the term of this Agreement.
-- Exclusions: --
Confidential information does not include information that is publicly available, already known to the recipient, independently developed, or obtained from other sources without breaching confidentiality obligations.
-- Ownership: --
Each Party retains ownership of its pre-existing intellectual property. Any new intellectual property created during the provision of Services will be governed by the terms specified in the SOW.
-- License: --
You grant us a non-exclusive, royalty-free license to use any intellectual property you provide to us solely for the purpose of fulfilling our obligations under this Agreement.
To the fullest extent permitted by applicable law, Link Cloud Systems Limited will not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement.
Our aggregate liability under this Agreement will not exceed the total fees paid by you for the Services.
Neither Party will be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, or other force majeure events.
This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of law principles.
We reserve the right to modify this Agreement from time to time.
Any changes will be effective immediately upon posting on our Site or other notification.
Your continued use of our Services following the posting of revised terms means that you accept and agree to the changes.
-- Entire Agreement: --
This Agreement, along with the SOW and any other relevant documentation, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.
-- Severability: --
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.
-- Waiver: --
No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.
-- Assignment: --
This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by Link Cloud Systems Limited without restriction.
If you have any questions or concerns about this Agreement, please contact us at:
Link Cloud Systems Limited
Address: Unit 1603, 16th Floor, The L. Plaza, 367-375 Queen's Road Central, Sheung Wan, Hong Kong
Email: contact@linkcloudsystems.com
Registration Number: 3138588
By engaging our Services, you affirm that you have read, understood, and agreed to the terms and conditions of this Supply of Service Agreement.
Thank you for choosing Link Cloud Systems Limited.