PARTNERSHIP AGREEMENT

THIS AGREEMENT is dated from the day online partner registration happens through the link “Become Partner” https://kidhop.com/users/provider_signup (the “Agreement”).

Parties

(1)           Serv Technologies Limited, a limited liability company incorporated (“Party 1”).

(2)           Partner who signs up through the “Become Partner” https://kidhop.com/users/provider_signup (“Party 2”).

Collectively referred to as the “Parties” or individually as a “Party”.

Background

(A)               The Parties to this Agreement wish to collaborate in carrying out the Business (as defined below) and establish a framework to govern their respective rights and obligations in relation to the collaboration.

(B)               This Agreement sets out the terms and conditions upon which the Parties have agreed to collaborate.

Agreed terms

1                  Interpretation

1.1               The following definitions and rules of interpretation apply in this Agreement.

Business: the provision of the Services in relation to which the Parties will collaborate in accordance with this Agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in Hong Kong when banks in Hong Kong are open for business.

Customers: customers who place orders with Party 1 on its designated website.

Input: in relation to a Party, the services, resources, manpower or other tangibles or intangibles that such Party provides in relation to the Business, as more particularly set out in the Schedule.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: 

1.2               The Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule.

1.3               Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4               A reference to writing or written includes fax and e-mail.

2                  Duration of collaboration

The collaboration for the Business shall commence on the date when this Agreement has been signed by both Parties (the “Commencement Date”) and shall continue unless and until terminated in accordance with Clause 16.

3                  Collaboration and co-operation

3.1               During the term of this Agreement, the Parties shall collaborate in relation to the Business and shall both act in the best commercial interest of the Business.

3.2               Each Party shall provide the Input as set out in the Schedule and such ancillary act and assistance where reasonably requested by the other Party for the success of the Business.

3.3               Each Party shall ensure that it uses employees or agents in performing its obligations under this Agreement who are suitably qualified and experienced (or where a Party is a natural person, he/she himself/herself is suitably qualified and experienced).

4                    Information and business development

To enable the Parties to maximise the benefits of their collaboration, each Party shall:

(a)       engage the other in planning discussions in relation to the Business from time to time;

(b)       keep the other Party informed about its own progress in relation to the conduct of the Business; and

(c)       facilitate regular discussions between appropriate members of its personnel and those of the other Party in relation to the Business, including in relation to:

(i)          performance and any issues of concern;

(ii)         new developments and resource requirements;

(iii)        compliance with deadlines; and

(iv)       such other matters as may be agreed between the Parties from time to time.

5                    Invoicing and payment

5.1               The Parties agree that Party 1 is responsible for collecting payments from the Customers for the sale of the Product. Party 1 undertakes to hold such part of the payment to which Party 2 is entitled pursuant to this Agreement for and on behalf of Party 2, until such payment is settled and paid to Party 2 in accordance with Clause 5.2.

5.2               Party 2 shall issue an invoice to Party 1 at or setting out the amount of payment to be paid by Party 1 to Party 2, the calculation of which shall be in accordance with the Schedule. Party 1 shall settle payment of the invoiced amount within fifteen (15) Business Days after receipt by way of bank transfer or such other payment method as agreed between the Parties. 

5.3               Except as provided for in this Clause, each Party shall:

(a)       not be entitled to charge the other Party for the provision of anything (including Inputs) it provides in connection with the Business and this Agreement; and

(b)       be otherwise responsible for its own costs incurred in connection with the Business and this Agreement, including all Inputs it provides.

6                    Set-off

All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7                    Confidentiality

7.1               Confidential Information means all confidential information (however recorded or preserved) disclosed by a Party or its employees, officers, representatives or advisers (together its “Representatives”) to the other Party and that Party's Representatives whether before or after the date of this Agreement in connection with the Business or the Product, including information which:

(a)       relates to the terms of this Agreement;

(b)       relates to any Customer;

(c)       would be regarded as confidential by a reasonable business person, relating to:

(i)          the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the Disclosing Party (or of any member of the Group of companies to which the Disclosing Party belongs); and

(ii)         the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party (or of any member of the group of companies to which the Disclosing Party belongs);

(b)       is developed by the Parties in the course of carrying out the Business; or

(c)       is specified as confidential in the Schedule.

7.2               The provisions of this Clause shall not apply to any Confidential Information that:

(a)       is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party or its Representatives in breach of this Clause);

(b)       was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party;

(c)       was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party; or

(d)       the Parties agree in writing is not confidential or may be disclosed; or

(e)       is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.

7.3               Each Party shall keep the other Party's Confidential Information confidential and shall not:

(a)       use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement in relation to the Business (the “Permitted Purpose”); or

(b)       disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause.

7.4               A Party may disclose the other Party's Confidential Information to such party, at such time and in such manner as consented to by the other Party in writing (such consent not to be unreasonably withheld or delayed).

7.5               A Party may disclose the other Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a)       it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b)       it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this Clause as if they were a Party to this Agreement,

and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this Clause.

7.6               A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

7.7               A Party may, provided that it has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Prevention of Bribery Ordinance, (Cap 201) of the Laws of the Hong Kong Special Administrative Region, disclose Confidential Information pursuant to the requirements of the Ordinance without first informing the other Party of such disclosure.

7.8               Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

7.9               On termination of this Agreement, unless such things are needed by it to perform its obligations in relation to an order placed by any Customer (and only until the end of such time), each Party shall:

(a)       erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and

7.10            Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.

8                    Data protection

Each Party shall ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including, without limitation, the Personal Data (Privacy) Ordinance (Cap 486) of the Laws of the Hong Kong Special Administrative Region.

9                    Intellectual property

9.1               This Agreement does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights developed or created by a Party in relation to the Business shall be owned by that Party (the “Created IPR”).

9.2               Each Party grants to the other Party a non-exclusive, personal, royalty-free licence during the term of this Agreement to use its Created IPR in relation to the Business to the extent necessary for the other Party to carry out its obligations in relation to the Business.

9.3               Upon termination of this Agreement, a Party licensed to use Created IPR under Clause 9.2 shall cease to use that Created IPR and shall return any physical embodiment of the Created IPR (including any copies) in its possession or control to the other Party.

9.4               Each Party shall immediately give written notice to the other Party of any actual, threatened or suspected infringement of any Party's Intellectual Property Rights (including Created IPR) used in connection with the Business of which it becomes aware.

10                 Employees and non-solicitation

A Party shall not, without the prior written consent of the other Party, at any time from the Commencement Date to the expiry of six (6) months after termination of this Agreement, solicit or entice away from that Party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of that Party in relation to the Business.

11                 Anti-bribery

11.1            Each Party shall in relation to this Agreement and the Business:

(a)       comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Prevention of Bribery Ordinance, (Cap 201) (the “Relevant Requirements”);

(b)       not engage in any activity, practice or conduct which would constitute an offence under Part II of the Prevention of Bribery Ordinance, (Cap 201), if such activity, practice or conduct had been carried out in Hong Kong;

(c)       have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Prevention of Bribery Ordinance, (Cap 201), to ensure compliance with the Relevant Requirements and Clause 11.1(b), and will enforce them where appropriate; and

(d)       promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement.

11.2            Each Party shall ensure that any person associated with it who is performing obligations in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on that Party in this Clause (the “Relevant Terms”). Such Party shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the other Party for any breach by such persons of any of the Relevant Terms.

11.3            Breach of this Clause shall be deemed a material breach under Clause 16.1(b).

12                 Warranties

12.1            Each Party warrants that:

(a)       it has full power and authority to carry out the actions contemplated under this Agreement; and

(b)       its entry into and performance under the terms of this Agreement will not infringe the Intellectual Property Rights of any third party or cause it to be in breach of any obligations to a third party.

12.2            Except as expressly provided in this Agreement, there are no conditions, warranties or other terms binding on the Parties with respect to the actions contemplated by this Agreement. Any condition, warranty or other term in this regard that might otherwise be implied or incorporated into this Agreement, whether by statute, common law or otherwise, is, to the extent that it is lawful to do so, excluded by this Agreement.

13                 Indemnity

13.1            Each Party (an “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party arising out of or in connection with any claim made against the Indemnified Party for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with:

(a)       the Indemnified Party's use in accordance with this Agreement of Intellectual Property Rights licensed to it by the Indemnifying Party under Clause 9.2; and

(b)       the receipt or use by the Indemnified Party of Inputs or other items or services provided by the Indemnifying Party in relation to the Business.

13.2            If a payment due from the Indemnifying Party under this Clause is subject to tax (whether by way of direct assessment or withholding at its source), the Indemnified Party shall be entitled to receive from the Indemnifying Party such amounts as shall ensure that the net receipt, after tax, to the Indemnified Party in respect of the payment is the same as it would have been were the payment not subject to tax.

14                 Limitation and exclusion of liability

14.1            Nothing in this Agreement shall limit or exclude a Party's liability:

(a)       for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;

(b)       for fraud or fraudulent misrepresentation;

(c)       for breach of any obligation as to title or quiet possession implied by statute; or

(d)       for any other act, omission, or liability which may not be limited or excluded by law.

14.2            Subject to Clause 15.1, neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the agreement.

14.3            The Parties expressly agree that if any limitation or provision contained or expressly referred to in this Clause is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted.

15                 Termination of agreement

15.1            Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party:

(a)       if the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;

(b)       if the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so;

(c)       if the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(d)       if the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 6A of the Bankruptcy Ordinance, (Cap 6);

(e)       if the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(f)         if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

(g)       if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;

(h)       if the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i)         if a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

(j)         if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 16.1(d) to 16.1(i) (inclusive);

(k)       if the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(l)         in accordance with Clause 18.

15.2            Without affecting any other right or remedy available to it, either party may terminate this Agreement on giving not less than zero (0) months written notice to the other Party.

16                 Consequences of termination

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

17                 Force majeure

17.1            Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

17.2            A force majeure event shall include such events as an act of God, fire, flood, typhoon, storm, war, riot, civil unrest, act of terrorism, strikes, industrial disputes, outbreak of epidemic or pandemic illness, failure of utility service or transportation.

17.3            If the period of delay or non-performance continues for one (3) months, the party not affected may terminate this Agreement by giving one (1) week's written notice to the affected party.

18                 Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19                 Inadequacy of damages

Without prejudice to any other rights or remedies that a Party may have, each Party acknowledges and agrees that in the event of breach of the terms of this Agreement by one Party, damages alone would not be an adequate remedy for the other Party. Accordingly, the Party not in breach shall be entitled to the remedies of injunction, specific performance or other equitable relief for any breach of the terms of this Agreement.

20                 Assignment and other dealings

Neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

21                 Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).

22                 Waiver

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

23                 Entire agreement

23.1            This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.2            Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

24                 No partnership or agency

24.1            Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party.

24.2            Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

25                 Third party rights

No Party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.

26                 Mediation

If any dispute arises in connection with this Agreement, the Parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (the “CEDR”) Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. The mediation will take place in Hong Kong and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of the Hong Kong Special Administrative Region. If the dispute is not settled by mediation within ten (10) days of commencement of the mediation or within such further period as the Parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration. CEDR shall be the appointing body and administer the arbitration. CEDR shall apply the UNCITRAL rules in force at the time the arbitration is initiated. In any arbitration commenced pursuant to this Clause, the number of arbitrators shall be three and the seat or legal place of arbitration shall be Hong Kong.

27                 Notices

27.1            All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient at its address set out above, or as otherwise directed by the recipient by notice given in accordance with this Clause.

27.2            Notices shall be delivered by hand or sent by registered post, courier or by facsimile. If delivered by hand or sent by courier, notice will be deemed given on the date of receipt, if sent by facsimile, on the date of transmission, and if sent by registered post, five (5) days after being posted.

28                 Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

29                 Governing law

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 the Hong Kong Special Administrative Region.

This Agreement has been entered into on the date stated at the beginning of it.

 

SCHEDULE

1                    Inputs

The Parties shall each provide the following Inputs in relation to the Business, in accordance with the following timeframes (if any):

Party 1: KidHop

KidHop is a monthly subscription service that gives our members to the best children activity in their city.

Party 2: Kids Activity Provider

2                    Payment

Party 2 is entitled to get paid based on the payment scheme mentioned in the Bank Form

3                    Confidential information

The Parties agree that the following information shall be confidential information: 

Payment scheme, Provider Bank Details