Supply of Services Agreement

This Supply of Services Agreement (hereinafter referred to as the "Agreement") is entered into by and between:

DigiPulse Communications Limited

Unit 4005, 40/F., Singga Comm Centre, No. 144-151 Connaught Rd West, Sai Ying Pun Hong Kong

Hereinafter referred to as the "Supplier"

AND

The Client, Hereinafter referred to as the “Client”

WHEREAS, the Supplier is engaged in the business of providing customer analytics, customer care, and call centre outreach services; and

WHEREAS, the Client wishes to engage the Supplier to provide these services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. Services Provided

The Supplier agrees to provide the following services to the Client (collectively referred to as the "Services"):

1.1 Customer Analytics:

• Gathering and analysing customer data to identify trends, behaviours, and insights that can inform business decisions.
• Providing regular reports on customer insights and analytics metrics.

1.2 Customer Care:

• Assisting customers with inquiries, complaints, and support through various channels (telephone, email, live chat, etc.).
• Ensuring a high level of customer satisfaction and retention.

1.3 Call Centre Outreach Services:

• Conducting outbound calls to customers for engagement, education, and feedback purposes.
• Managing customer interactions to enhance the client’s relationship with their customer base.

2. Term of Agreements

2.1 This Agreement shall commence on the Effective Date and shall continue unless terminated earlier in accordance with the provisions of this Agreement.

3. Payment

3.1 The Client is responsible for ensuring the timely payment for all Services rendered. Specific details pertaining to the payment frequency and amount will be outlined in the specific SLA or SOW to be agreed upon by both parties prior to the commencement of service delivery.

4. Performance Standards

4.1 The Supplier shall perform the Services with due care, skill, and diligence, in accordance with industry best practices.

4.2 The Supplier shall comply with all applicable laws and regulations in the provision of the Services.

5. Confidentiality

5.1 Both parties acknowledge that during the course of this Agreement, they may have access to confidential information belonging to the other party.

5.2 Parties agree to keep such information confidential and not disclose it to any third parties without prior written consent from the other party.

6. Intellectual Property

6.1 Any intellectual property developed in the course of performing the Services shall remain the property of the Supplier unless otherwise agreed in writing.

6.2 The Client shall be granted a non-exclusive, non-transferable licence to use any deliverables provided under this Agreement solely for its intended purpose.

7. Indemnity

7.1 Each party shall indemnify and hold harmless the other party from and against any claims, damages, losses, liabilities, and costs arising from its negligence or breach of this Agreement.

8. Limitation of Liability

8.1 Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising from this Agreement, whether in contract, tort, or otherwise, except in the case of wilful misconduct or gross negligence.

9. Termination

9.1 Either party may terminate this Agreement upon delivering written notice to the other party. Specific timelines for delivering written notice will be covered in the relevant SOW or SLA.

9.2 Upon termination, both parties shall jointly ensure the proper transition of services and protect sensitive information as indicated in the confidentiality clause.

10. Governing Law

10.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.