Supply of Service

This General Supply of Services Agreement ("Agreement") outlines the general principles under which OnPoint Media Limited ("Service Provider") may provide services to a prospective client ("Client").

1. Services

The Service Provider may provide services relating to mobile applications and digital products, including:

• mobile app strategy and development;
• user experience and interface design;
• quality assurance and testing;
• app store publishing and app store optimisation;
• mobile app monetisation;
• user acquisition and campaign support;
• maintenance, updates, and technical improvements; and
• other services agreed by the parties in writing.

The precise services, deliverables, milestones, assumptions, responsibilities, and acceptance criteria will be defined in a separate Statement of Work ("SOW").

2. Statements of Work

Each project will be documented in a separate SOW. The applicable SOW may specify:

• the services and deliverables to be provided;
• project objectives and requirements;
• the estimated timeline and milestones;
• the responsibilities of each party;
• fees, expenses, and payment terms;
• acceptance and approval procedures;
• technical requirements and dependencies;
• ownership and licensing arrangements; and
• any project-specific terms or exclusions.

If an SOW is signed by both parties, it will govern the relevant project. If there is a conflict between this Agreement and an SOW, the SOW will prevail for that project to the extent of the conflict.

3. Client Responsibilities

The Client may be required to:

• provide accurate and complete project information;
• supply timely access to relevant systems, accounts, materials, and personnel;
• provide feedback, approvals, and decisions within agreed timeframes;
• ensure that materials supplied to the Service Provider may legally be used for the project;
• obtain any necessary licenses, permissions, consents, and third-party approvals; and
• appoint an appropriate contact person with authority to coordinate the project.

Delays in receiving information, access, feedback, or approvals may affect the project schedule and deliverables. Any resulting changes will be addressed in the applicable SOW or a written change request.

4. Changes to the Services

The parties may agree to changes to the services, deliverables, requirements, or project schedule through a written change request or amended SOW.

A change may affect the estimated fees, timeline, resources, technical approach, or deliverables. No material change will be treated as approved unless it has been confirmed in writing by authorised representatives of both parties.

5. Fees and Payment

All fees, expenses, invoicing arrangements, payment dates, taxes, deposits, and other commercial terms will be set out exclusively in the applicable SOW or separate written commercial agreement.

This Agreement does not establish any payment obligation. No fee will be payable solely because a prospective client has reviewed, discussed, or received this Agreement.

6. Intellectual Property

The ownership and permitted use of project materials, source code, designs, documentation, specifications, data, and other deliverables will be set out in the applicable SOW.

Unless otherwise agreed in writing:

• each party will retain ownership of materials it owned before the project;
• the Service Provider will retain ownership of its pre-existing tools, methods, frameworks, templates, know-how, libraries, and reusable components; and
• the Client will be responsible for ensuring it has the necessary rights to materials, data, content, and software it supplies.

Any third-party software, services, platforms, libraries, or content may be subject to separate license terms.

7. Confidentiality

Each party may receive confidential information belonging to the other party in connection with discussions or a potential project. The receiving party should use confidential information only to evaluate, plan, or perform the potential project and should not disclose it to unauthorised third parties.

Confidential information does not include information that:

• is publicly available through no breach of this Agreement;
• was already lawfully known by the receiving party;
• is received lawfully from another source without a duty of confidentiality; or
• is independently developed without using the other party's confidential information.

The parties may enter into a separate confidentiality or non-disclosure agreement where required.

8. Data Protection

Each party will comply with applicable data protection and privacy laws in connection with any personal data processed as part of a project.

Where the Service Provider processes personal data on behalf of the Client, the parties may enter into a separate data processing agreement or include appropriate data protection terms in the applicable SOW.

The Client remains responsible for ensuring that it has a lawful basis for collecting and providing personal data and for giving any required privacy notices.

9. Third-Party Services

A project may depend on third-party platforms, app stores, advertising networks, hosting providers, analytics tools, payment providers, or other external services.

The availability, functionality, policies, pricing, and approval decisions of third-party services are outside the Service Provider's control. The Client may be required to create and maintain relevant third-party accounts and accept the applicable third-party terms.

10. Warranties and Disclaimers

The parties acknowledge that this Agreement is non-binding and does not constitute a warranty, guarantee, or commitment to achieve a particular commercial, technical, financial, ranking, download, revenue, or user acquisition result.

Any warranties, service levels, support obligations, acceptance criteria, or performance commitments will be addressed specifically in the applicable SOW or separate written agreement.

Unless expressly agreed otherwise in writing, the Service Provider does not guarantee that:

• an app store will approve or publish an application;
• a particular number of downloads, users, rankings, revenue, or conversions will be achieved;
• third-party services will remain available or unchanged; or
• the services will produce a specific commercial outcome.

11. Limitation of Liability

No limitation of liability is intended to apply under this non-binding Agreement because the Agreement does not itself create contractual obligations.

If the parties proceed with a project, any applicable liability provisions, exclusions, caps, and indemnities will be agreed in the applicable SOW or separate binding agreement.

12. Termination of Discussions

Either party may stop discussions about a potential project at any time and for any reason, without liability to the other party.

If the parties enter into a binding SOW, the termination rights and consequences for that project will be governed by the SOW or the applicable binding agreement.

13. No Partnership or Agency

Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency between the parties. Neither party may represent that it has authority to bind the other party unless expressly authorised in writing.

14. No Exclusivity

Unless agreed in a separate written agreement, discussions under this Agreement are non-exclusive. Each party remains free to discuss or enter into arrangements with other businesses or service providers.

15. No Obligation to Proceed

Neither party is required to enter into an SOW or continue negotiations. A binding commitment will arise only when the parties have signed an applicable SOW or other written agreement that expressly states the parties' intention to be legally bound.

16. Governing Law

Because this Agreement is non-binding, no governing-law provision is intended to create contractual obligations. If the parties enter into a binding SOW, the governing law and dispute-resolution arrangements will be specified in that SOW or in a separate binding agreement.

17. Contact

Questions about a potential project or the services described in this Agreement may be directed to:

OnPoint Media Limited
Registered address: Office 747, 7/F Star House Building, Tsim Sha Tsui, Kowloon, Hong Kong
Email: [email protected]
Registration Number: 3104476