Supply of Service Agreement

Introduction

This Supply of Service Agreement ("Agreement") is made between Top Point Interactive Limited ("Service Provider" or "Company") and the Client ("Client"). Collectively, both parties shall be referred to as "Parties."

This Agreement sets out the terms governing the provision of digital advertising, content marketing, and social media marketing services by the Service Provider to the Client. By engaging the Service Provider's services, the Client agrees to the terms outlined below.

Services Provided

The Service Provider shall deliver the following services to the Client:

  • Digital advertising – Planning, executing, and optimising paid digital ad campaigns across various online platforms.
  • Content marketing – Creating, distributing, and managing branded content to drive engagement and awareness.
  • Social media marketing – Managing and optimising social media channels to enhance brand visibility and engagement.
  • Search engine optimisation (SEO) – Boosting organic reach via keyword research, on-page enhancements and link building.

The scope, deliverables, and specific requirements for these services shall be outlined in a separate service level agreement (SLA) or project proposal agreed upon by both parties.

Service Level Agreement (SLA)

The performance standards, timelines, and service expectations will be detailed in an SLA or project agreement. This document will include:

  • Campaign objectives and key performance indicators.
  • Expected deliverables and deadlines.
  • Reporting frequency and metrics tracking.
  • Response times for service requests.

The SLA, once agreed upon, will be incorporated as part of this Agreement.

Term and Renewal

This Agreement takes effect on the effective date specified in the SLA and shall remain in force until terminated as per the provisions below.

Unless otherwise agreed, the Agreement will automatically renew for successive periods unless either party provides written notice of termination before the end of the current term.

Fees and Payment Terms

The Client agrees to pay the Service Provider as per the pricing structure specified in the SLA or separate quotation.

  • Payments shall be made according to the agreed schedule.
  • Late payments may result in service suspension or termination.
  • Any additional work requested outside the agreed scope may incur extra charges.

The Service Provider reserves the right to revise its fees with prior notice to the Client.

Confidentiality

Both parties agree to protect and maintain the confidentiality of any sensitive or proprietary information exchanged during the course of this Agreement.

Confidential information includes, but is not limited to:

  • Business strategies and marketing plans.
  • Campaign data and performance analytics.
  • Client-provided materials, assets, and sensitive data.

Neither party shall disclose confidential information to third parties without prior written consent, except as required by law.

Intellectual Property

  • Any marketing materials, designs, or content developed by the Service Provider for the Client will be transferred to the Client upon full payment for the services rendered.
  • Pre-existing intellectual property of either party remains their sole property unless otherwise agreed in writing.
  • The Client grants the Service Provider a limited right to use produced work in its portfolio for promotional purposes unless otherwise agreed.

Limitation of Liability

To the maximum extent permitted by law, the Service Provider's liability for any claims arising out of this Agreement shall be limited to the total fees paid by the Client.

The Service Provider is not liable for:

  • Indirect, consequential, or incidental damages.
  • Losses resulting from third-party platform changes or ad policies.
  • The performance of digital marketing campaigns, which can be influenced by external factors beyond the Service Provider's control.

Termination

This Agreement may be terminated by either party under the following conditions:

  • For breach – If either party materially breaches the Agreement and fails to remedy the issue within a reasonable time after written notice.
  • For convenience – Either party may terminate the Agreement by providing written notice as specified in the SLA.

Upon termination, the Client remains responsible for any outstanding payments for services rendered up to the termination date.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

Entire Agreement

This Agreement, together with the terms and conditions, privacy policy, cookie policy, and any applicable SLA, constitutes the entire understanding between the parties and supersedes any prior agreements, discussions, or representations.

No modifications to this Agreement shall be valid unless agreed to in writing by both parties.