1. DEFINITIONS

As Specified in the proposal / contract document.

2. DURATION OF AGREEMENT

2.1 The appointment of F8 shall commence from the date of receipt of the original copy of the signed acceptance from the Client. In the event that this contract is for a fixed term or fixed price project then the agreement shall terminate when F8 has completed the services. In the event that this contract is for an ongoing rolling service, then at the beginning of each financial year the agreed fees for the services will be automatically be revised in alignment with any issued changes in the standard F8 Retained Package Rates, as referred to in 4.3 below and as circulated to all clients as and when modified.

2.2 In the event of the failure of the Client to comply with any of his obligations under this Agreement, or upon the occurrence of any circumstances beyond the control of F8 which impede the carrying out by F8 of the Services, F8 may upon not less than 7 days’ notice in writing to the Client terminate this Agreement. It is hereby agreed that non-payment or unreasonably delayed payment of agreed fees shall entitle F8 to terminate this agreement.

2.3 In the event of the failure of F8 to comply with any of its obligations under this Agreement, or upon the occurrence of any circumstances beyond the control of the Client which prevent the Client progressing or completing the Project, the Client may upon not less than 30 days’ notice in writing to F8 terminate this Agreement. F8 shall be entitled to payment of fees and expenses properly incurred by F8 in carrying out work under this Agreement prior to termination of this Agreement under the provisions of this Clause 2.3.

2.4 Any termination of this Agreement shall not prejudice or affect the accrued rights or claims of either party to this Agreement.

2.5 In the absence of any default either party may terminate this Agreement on 90 days written notice to the other party.

3. SERVICES

3.1 The Services to be provided by F8 pursuant to this Agreement shall be as described in the Proposal.

4. ALTERATION OR MODIFICATION TO SERVICES

4.1 If, at any time after the commencement of F8’s appointment, any of the Services whether completed by F8 or in progress shall require to be modified or revised by reason of clear written instructions from or on behalf of the Client, or by reason of circumstances which could not reasonably have been foreseen by F8, then the Client shall make such additional payment to F8 for making any necessary modifications or revisions as shall be agreed between F8 and the Client, before such additional work is carried out.

4.2 Any services to be provided by F8, which are not specified in this Agreement, shall be paid at the hourly charge out rates details in the Payment Schedule unless otherwise agreed in writing between the Parties. The terms and conditions of this Agreement apply to such additional services in the absence of any further agreement.

4.3 The hourly charge rates referred to above (and tabled in the appendices of this document) will be reviewed annually at the start of the financial year (April 1st). If said rates are amended in any way then they will automatically become applicable to this contract from the start of the financial year.

5. CARE AND DILIGENCE

5.1 F8 shall exercise reasonable skill, care and diligence in the discharge of the Services.

6. CLIENT INFORMATION & INSTRUCTIONS

6.1 The Client shall supply to F8, without charge and in such reasonable time as not to cause delay or disruption to F8 in the performance of the Services, all necessary and relevant data and information required for the performance of the Services

6.2 The Client shall give his decision or instruction on all matters properly referred to him for decision or instruction by F8 in such reasonable time as not to cause delay or disruption to F8.

7. CONFIDENTIAL INFORMATION

7.1 Both Parties agree not to disclose at anytime any confidential information, which becomes known to either Party as a result of this Agreement.

8. SETTLEMENT OF DISPUTES

8.1 The Parties agree to attempt to resolve any dispute or difference arising from this Agreement amicably. Both Parties agree to make every reasonable effort to ensure disputes between the Parties are resolved at the earliest possible opportunity.

9. INTELLECTUAL PROPERTY

9.1 F8 retains the intellectual property rights to all Services provided to the Client and for any intellectual property created as a result of this Agreement.

9.2 Any licenses for the Client to use F8 intellectual property shall be expressly specified in the documents constituting this Agreement.

10. PAYMENT

10.1 Payment for the Services shall be made by the Client in agreed installments. Such installments shall constitute no more than payments on account.

10.2 Invoices are due upon presentation. Any amounts remaining unpaid at the expiry of a period of 14 days from the date of receipt of the invoice by the Client shall bear interest thereafter, such interest to accrue from day to day at the rate of 2% per annum above the current best lending rate of the Hong Kong and Shanghai Banking Corporation Limited.

10.3 If any item or part of an item of an invoice rendered by F8 is disputed or subject to question by the Client, the payment by the Client of the remainder of that account shall not be withheld. F8 reserves the right to suspend the provision of the Services until such time as the disputed or questioned item has been agreed or determined.

10.4 If any inventory purchase made on behalf of the client has any outstanding payment amount due, then the ownership of the purchased item shall remain entirely the property of F8 until such time as full settlement has been received.

10.5 Hosting fees are non-refundable should the client terminate the hosting within the paid period.

11. LICENSED SOFTWARE

11.1 Any software installed at the client’s office, or installed on behalf of the client at any other locations, is installed in good faith and no responsibility is accepted for its legitimacy or otherwise.

12. TAXES, DUTIES AND OTHER CHARGES

12.1 The amounts specified in the Payment Schedule are exclusive of any taxes, duties and charges which may be required by law. The Client shall be responsible for all such taxes, duties and charges for which it is liable as a result of this Agreement or any payment to F8.

12.2 F8's standard charges on hardware and software purchases are as follows:- 5% service charge on all software purchases (excluding bundled software that is purchased WITH hardware in which case the hardware service charge is applied) 10% service charge on all hardware In normal circumstances a 50% deposit will be issued based on quoted prices prior to the order being confirmed with the vendor.

12.3 Should F8 incur any overseas Bank Charges during the payment process then these charges will be bourne by the client and shall be re-invoiced at cost in the next invoice.

13. EMPLOYMENT

13.1 The Client hereby warrants that it, shall not employ either directly or indirectly any person who has worked for F8 for a period of one year from the completion of all services by F8 for the Client and vice versa. This applies equally to any of the Client’s subsidiaries or any organisation forming part of the same group as the Client and vice versa.

14. LIMITATION OF LIABILITY AND INDEMNITY

14.1 The Client hereby undertakes to indemnify and hold harmless F8 and all its officers, employees, contractors and agents against any loss, cost, damage or expense which any of them may sustain or incur by reason of F8 having entered into this Agreement or providing the Services hereunder. Neither F8 nor its officers, employees, contractors or agents shall in the performance of this Agreement be liable to the Client or to any other person for any act or omission, negligent, tortious or otherwise.

14.2 F8 and the Client each acknowledge that the provisions of this Clause are reasonable and that had they not been included herein F8 would not have entered into this Agreement.

15. NOTICES

15.1 Any notice required to be given under this Agreement shall be in writing and shall be deemed to have been effectively given (i) when delivered personally or by fax against a receipt, or (ii) three (3) working days after being sent by registered post, postage prepaid, in each such case addressed as follows, or to such other address as either F8 or the Client may subsequently designate by notice to the other.

Notices shall be valid when given in accordance with the contact details as specified in the proposal / contract document.

Call FunctionEight on (852) 2868-2855 or email This e-mail address is being protected from spambots. You need JavaScript enabled to view it TODAY for more information.