Comms8 Service Agreement

Terms & Conditions

THIS AGREEMENT (the “Agreement”) is made

BETWEEN 

Comms8 (Asia) Ltd. (CR No.2668788), an entity duly incorporated under the law of HKSAR and having its registered office at Suites 1701-02A, 17/F., 625 King’s Road, North Point, Hong Kong and have an operational address in the UK at LMLF 2.8 Leather Market, Weston Street, London SE1 3ER, United Kingdom (hereinafter referred to as “Comms8”)

AND

The Client

 

WHEREAS:

 

1.     Comms8 is a Hong Kong and London-based marketing communications consultancy that offers integrated marketing consultancy services, including but not limited to influencer marketing, social media content management, media buying and planning, and public relations services.

2.     The Client, and its affiliated companies, including its subsidiaries, wishes to carry out media planning and buying activities for various marketing campaigns to be arranged from time to time.;

3.     The Client appoints Comms8 to offer the integrated marketing services for supporting its marketing campaign and Comms8 makes agreement to provide the services for the reimbursement and otherwise in harmony with the terms and conditions of this Agreement; and

4.     The Client and Comms8 agree that the services and scope of the work for any ongoing and forthcoming campaigns is or to be set out in the statement of work from time to time to be agreed, which signed statement of work shall be annexed hereto and formed part of the First Schedule of this Agreement.

 

NOW THEREFORE:

In consideration of the prior, and for other good and valuable consideration, the receipt and adequacy of which are hereby recognized, acknowledged and approved to, Comms8 and the Client, aiming to be officially bound, agree to the terms and conditions set forth below.

 

1.     TERM AND COMMENCEMENT DATE

This Agreement shall commence on the Commencement Date subject to the parties rights of early termination in clause 11 (Termination), shall continue in effect until such time as this agreement is determined.

 

2.     DEFINITIONS

(a)   “Business Day” means a day on which banks are open for business in the concerned Territories;

(b)   “Commencement Date” means the 1st December 2018;

(c)   “Campaign Period” means the period as specified in the Statement of Work for the project specified;

(d)     “Campaign” means the media planning and buying activities in the prescribed territories during the Campaign Period of this agreement;

(e)   “Intellectual Property Rights” means all intellectual property rights of whatever nature and all rights pertaining thereto, whether recorded or registered in any manner, including without limitation copyright, patents, trademarks, registered designs, trade secrets, brand names, domain names and comparable legal rights;

(f)     “Services” means the marketing, media planning and buying and public relations services as set out in First Schedule hereto;

(g)     “Influencers” means a person, a group, a blogger, a vlogger, or independent writer who is active on social media.

  

3.     APPOINTMENT

The Client appoints Comms8 to provide the Services as set out in the First Schedule in relation to the the products and/or services of the Client in accordance with the terms and conditions contained in this Agreement. Comms8 accepts the appointment and agrees to provide the Services in accordance with the terms and conditions of this Agreement.

4.     STATUS AND OBLIGATIONS

(a)     In performing the Services as described in the First Schedule, Comms8 shall act as an independent contractor and not as an agent on behalf of the Client.

(b)     The Client hereby authorises Comms8 to provide the Services specified in the First Schedule hereto.

(c)     Any Services not listed in the First Schedule shall be considered as additional services and separate remuneration, condition costs, and other material terms related to such additional services will be negotiated between the parties separately from this Agreement and be agreed by both parties in writing.  All extra payment has to be agreed in advance before service provision.

(d)     The Client will give Comms8 clear briefings and ensure that all information given to Comms8 in relation to the Services is materially accurate.  Comms8 will use all reasonable care, skill and diligence to make the campaign as successful as is to be expected from a consultancy properly experienced and competent in the provision of services which are similar to the Services.

(e)     Comms8 does not guarantee and is not responsible for the actual sale of the product. 

5.     TERMS OF PAYMENT

(a)     In consideration of the provision of the Services specified in the First Schedule hereto by Comms8, the Client shall pay to Comms8 the Fee for work done and uncancellable expenditure committed by Comms8 (“Comms8 Fee”).

(b)     The price shall be the Comms8 Fee as specified in the Second Schedule hereto, plus any agreed additional costs incurred by Comms8 at the request of the Client or the relevant parties (if any) in writing (including email, Whatsapp and WeChat messages).  The price shall be varied by any changes to VAT rates.

(c)     Comms8 shall invoice the Client in accordance with the schedule in respect of the media charges and Comms8 Fee and the Client shall pay to Comms8 the cost and charges in the manner as set out in the Second Schedule.

(d)     Where any fees and third-party expenses are expressed in a currency other than the currency as hereinafter stipulated in the Second Schedule, the Client shall arrange payment in that currency, unless otherwise agreed by Comms8.  Unless otherwise agreed in writing, all fees or media costs will be invoiced and paid on time as stipulated in the Second Schedule.  Neither Comms8 nor any other Comms8’s affiliate will accept any arrangement which exposes it or them to the risk of adverse exchange rate movements.

(e)     Comms8 reserves the right to charge interest on any undisputed amounts unpaid on due dates at the agreed interest rate of 5% per annum over the base rate of HSBC plc.

(f)     Comms8 reserves the right, in the event the Client’s payment to Comms8 are not timely received, the Client’s financial condition otherwise becomes a concern or credit insurers revise or withdraw cover, to either (A) change the requirements as to terms of payment under this Agreement for new media and other new costs as well as media and other items previously ordered (including the right to require payment in advance for Comms8’s fee and media and other third party costs) or (B) cease work on the Client and/or the Client’s account and attempt to cancel media previously ordered.

(g)     In the instance of any invoicing dispute, the Client will not withhold payment due to Media Owner(s) and/or Third Parties while the dispute is being resolved ensuring that Comms8 is able to pay Media Owner(s) and/or Third Parties in accordance with its obligations.

(h)    As the case may be, for any media space buying, including but not limited to Influencer blog space and sales commission, Comms8 will make the payment directly to the media suppliers within the payment terms as set out by the media suppliers.  Where special payment terms are specified by media suppliers or other third party vendors, Comms8 shall inform the Client in advance and get the Client written approval.  Comms8 shall not be liable for any matters arising out of delay of payment where the Client is entitled to suspend work hereunder and the Client shall indemnify Comms8 for any such delay in payment.

 

6.     APPROVALS, CANCELLATIONS AND AMENDMENTS

(a)      Any reference in this Agreement to the “written approval” or “client approval” will mean written approval by an authorised person of the Client.  For the avoidance of doubt, unless the Client has provided their prior written approval, Comms8 will not purchase any media notwithstanding any clause to the contrary herein.

 

(b)     For the purposes of this Agreement, written approval will mean approval signified by:

  • A signed statement of work or media plan; or

  • An email emanating from the personal email address of an authorised person from the Client

  • A confirmation from the authorized person of the Client on Whatsapp or WeChat.

(c)     After obtaining general approval for any aspect of an marketing campaign or other course of action from the Client, Comms8 shall submit the following to the Client for written approval;

·     Media schedule of time, space, and any other facilities; and

·     Estimate of costs and expenses likely to incur in the course of a campaign or other course of action agreed by the Client with Comms8.

(d)     For purposes of this Agreement, any required written approval may be via email, provided that any such email approval is followed by a signed media schedule signed by the Client.

(e)     Where any marketing campaign or actions approved by the Client are subsequently modified or cancelled (not due to the act, default, negligence or omission of Comms8), Comms8 shall take all reasonable steps to comply with requests to change, reject or cancel any plans, goods or services hired, bought or engaged on behalf of the Client, provided this can be done within the contractual obligations to suppliers.

(f)     In the event of any such cancellation or amendment at the request of the Client (including, without limitation, any significant reduction in media investment) pursuant to Clause 6(e), the Client will reimburse or indemnify Comms8 for any charges to which it is committed.

(g)     If any failure by the Client to provide the material, information or assets for creative/press-release/social media materials and/or approvals in accordance with any timeframes agreed in writing (including by email) results in additional costs being incurred by Comms8, or if the Client requires Comms8 to carry out any extra work arising from alterations to or departure from the agreed specification and format or requires any other changes to the creative or campaign material/content which are, in Comms8's opinion, otherwise than of a minor nature, Comms8 reserves the right to charge the Client (and the Client agrees to pay) a reasonable additional fee covering such additional costs or such extra work.  The Client shall pay such fee to Comms8 within 14 days of the date of an invoice from Comms8 or on the date as agreed.

(h)    The Client acknowledges and agrees that if any delay or failure by the Client to comply with their obligations as set out in this Agreement the start date for the campaign activity is delayed, it may not be possible for the end date of the campaign to be extended (for example if media owner does not have sufficient inventory after the original agreed end date for the campaign to deliver all of the agreed media). In such circumstances, Comms8 shall have no remedy for any resulting missed exposures.

 

7.     MEDIA: BUSINESS TERMS AND SELECTION

(a)     Comms8’s contract with media owner(s) and other third parties in respect of the Services shall be made in accordance with media rate cards agreed between Comms8 and the Client. The rights and liabilities as between the Client and Comms8 shall correspond to those between Comms8 and the various media owner(s) under such conditions, including in particular limitations on right to amend or cancel and indemnification obligations.  Upon the Client’s written request, Comms8 shall supply the Client with details of the terms and conditions of the relevant media supplier,

(b)     Comms8 expressly reserves the right to refuse to undertake the broadcast or placement of any Marketing which, in Comms8’s reasonable/sole judgement, would be misleading, indecent, libellous, unlawful, or otherwise prejudicial to Comms8’s interest.

(c)     Any media space purchased by Comms8 as well as any other commitment towards a media supplier shall be subject to a prior Service Order by the Client. For the avoidance of doubt, Comms8 shall be entitled to reserve media space prior to any Service Order by the Client based on the media budgets, however confirmation of any media space so reserved shall only be binding upon the Client, subject to the Client’s prior written consent in the form of a Service Order. If prior written consent of such media space purchase is not practicable due to exigent circumstances, oral approval given by the Client shall be permitted provided that the said oral approval is confirmed to Comms8 in writing within three (3) working days in the form of a Service Order. Comms8 shall not be held responsible for any missed media opportunities due to failure of the Client to provide timely written authorisation and/or payment.

(d)     When changes are to be made to the conditions under which the marketing materials is to be delivered, particularly when they are imposed by media suppliers themselves, Comms8 shall inform the Client and obtain their approval of the planned changes, except if the deadlines required by the media supplier concerned make it impossible to consult the Client in time, in which case the latter shall be informed as soon as possible of the actual changes made.

(e)     The Client alone shall be responsible for the content of the marketing messages circulated by means of the spaces bought by the Comms8 on its behalf. Consequently, the Client shall indemnify and keep Comms8 harmless against the consequences of any financial damage suffered by the Comms8 due to the content of these messages.

(f)     The Client shall at his (their) own expense obtain all requisite licences and approvals from relevant Government departments in connection with the marketing and advertising services in the territories hereof agreed prior to the commencement of the marketing services and the Client shall maintain the same in force and in all respects comply with the terms and conditions thereof.

8.     PROPRIETARY RIGHTS

For the purposes of the terms set forth below shall have the following meanings:

(a)     Concept and Ideas.  Those perceptions and thoughts made known by Comms8 to the Client or which are first developed by Comms8 during the time of the performance of Services hereunder and which relate to Comms8’ present, past or potential business activities, services, and products, all of which shall remain the solitary and private property of Comms8.  The Client shall have no publication rights and all of the same shall belong exclusively to Comms8.

(b)     Confidential Information. For the purposes of this Agreement, Confidential Information shall mean and collectively include: all information involving the business, plans and/or technology of Comms8 including, but not limited to technological information including inventions, techniques, tactics, procedures, conditions, uniqueness, assess, raw data, scientific preclinical or scientific data, records, files, formulations, clinical procedures, tools design, know-how, knowledge, and trade secrets; developmental, promotion, sales, customer, trader, consulting relationship information, in service, performance, and cost information; computer programming system whether in physical or intangible form, and all record bearing media containing or disclosing the preceding information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memorandum, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means.

In spite of the previous, the term “Confidential Information” shall not include any information which: (a) can be established to have been in the public area or was publicly known or accessible earlier to the date of the disclosure to the Client; (b) can be established in writing to have been lawfully in the ownership of the Client prior to the disclosure of such information to the Client by Comms8; (c) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of the Client; or (d) is supplied to the Client by a third party, including the Client, without binder of confidentiality, so long as that such third party has no responsibility to Comms8 or any of its associated companies to maintain such information in confidence.

(c)     Nondisclosure to Third Parties. The Client shall not, at any time now or in the future, openly or indirectly, use, publish, distribute or otherwise make known any Confidential Information, thoughts, or Ideas to any third party without the prior written consent of Comms8 which consent may be deprived of in each case and all of the same, together with publication rights, shall belong exclusively to Comms8.

(d)     Documents, etc.  All documents, diskettes, tapes, practical manuals, guides, stipulations, plans, drawings, designs and similar materials, properly maintained lists of present, past or prospective customers, customer offers, requests to submit proposals, price lists and data relating to the pricing of Comms8' products and services, records, notebooks and all other materials containing Confidential Information or information about Concepts or Ideas (including all copies and reproductions thereof), whether prepared by the Client or others: (a) are the property of Comms8, (b) will not be used by the Client in any way other than in connection with Services, (c) will not be provided or shown to any third party by the Client, (d) will not be removed from Comms8's or the Client’s premises (except as the Services require), and (e) at the termination (for whatever reason), of the Client's relationship with Comms8, will be left with, or forthwith returned by the Client to Comms8.

(e)     Patents, etc.  The Client makes agreement that Comms8 is and shall remain the elite owner of the Confidential Information and Concepts and Ideas.  Any interest in copyrights, discoveries, technological improvements, trade names, brand, service marks, copyrights, copyrightable works, developments, designs, procedures, methods, know-how, data and analysis, whether registrable or not ("Developments"), which Comms8, as a result of providing Services to the Client under this Agreement, may visualize or develop, shall: (i) immediately be brought to the notice of Comms8 by the Client and (ii) belong entirely to Comms8.  No license or transportation of any such rights to the Client is allowed or implied under this Agreement.

(f)     Assignment.  Comms8 hereby assigns and, to the extent any such assignment cannot be made at present, hereby makes agreement to allocate to the Client, without additional return, all of his/her right, identify and interest in and to all perceptions, Ideas, and Developments.

9.     INDEMNITY

(a)     Comms8 hereby agrees to indemnity and defend the Client against all losses, damages, liabilities and expenses which the Client may incur or sustain directly or indirectly as a result of any third-party claims, demands or civil or criminal proceedings brought or threatened against the Client, where such claim, demand, proceedings or action arises out of or in connection with 1) Comms8’s breach of its obligations under this Agreement or 2) Comms8’s gross negligence or wilful misconduct, or 3) any alleged or actual infringement of any third party’s Intellectual Property Rights resulting directly or indirectly from the provision of the Services by Comms8, in each case unless indemnifiable by the Client pursuant to Clause 9(b).

(b)    The Client hereby agree to indemnify and defend Comms8 against all losses, damages, liabilities and expenses which Comms8 may incur or sustain directly or indirectly as a result of any third-party claims, demands or civil or criminal proceedings brought or threatened against Comms8, where such claim, demand, proceedings or action arises out of or in connection with 1) any alleged or actual infringement of any third party’s Intellectual Property Rights resulting from the use of Materials supplied or prepared by the Client, or 2) the inaccuracy of any information supplied by the Client to Comms8 concerning the Services, or 3) the contents, publication of dissemination of any of the Client’s approved advertising, in each case unless indemnifiable by Comms8 pursuant to Clause 9(a).

10.  LIMITATION OF LIABILITY

(a)     Nothing in this Agreement will exclude or in any way limit Comms8’s liability for fraud, or for death or personal injury, Clause 10 to the extent such liability may not be excluded or limited as a matter of law.  Subject to this but including any liability arising under any indemnity under this Agreement:-

(i)  Either party’s maximum aggregate liability the other party under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed a sum equal to the total commission excluding media spend paid to Comms8 for the 18 month period prior to the date of the event giving rise to liability; and

(ii) Each party will not be liable under this agreement for any loss of anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known

(b)     This Agreement states the full extent of the Comms8’s and the Client’s obligations and liabilities in respect of performance of the Services. The parties agree that any condition, warranty, representation or other term concerning the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

(c)     Comms8 shall use its best endeavours to ensure that the campaign activity is completed professionally but shall not be liable for any costs, losses or compensation arising out of or consequent upon war, threat of war, civil strife, government action, terrorist activity, natural or nuclear disaster, fire of adverse weather conditions, closure of airports or any other unusual or unforeseeable circumstances beyond Comms8’s control whose consequences could not have been avoided even if all due care had been exercised or any event which Comms8 or its suppliers could not reasonably foresee.

(d)     Comms8 shall not be liable for the negligence of third parties.

(e)     Comms8 shall not be liable for any failure to supply services as a result (either directly or indirectly) of the Client’s failure to provide it with correct or complete instructions, or if the Client has undertaken itself to supply goods or services for use in the Campaign and has failed to do so in whole or in part, or the Client’s fault or the fault of a third party unconnected with the campaign activity and it is unforeseeable or unavoidable.

11.  TERMINATION

(a)     Comms8 may terminate this Agreement upon the service of not less than one (1) months prior written notice on the Client at any time or either party may terminate forthwith by notice in writing to the other party in the event of:-

(i)     The other party is in material breach of the terms of this Agreement and such breach is irremediable or, if the breach is capable of remedy, the other party fails to remedy such breach within 30 working days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or

(ii)    An order being made or an effective resolution is passed for the winding up of the other party except for the purposes of amalgamation or reconstruction or re-organisation.

(iii)  The other party is declared bankrupt or insolvent or goes into liquidation (save in any such case for the purposes of restructure, amalgamation or reconstruction);

(iv)  A receiver or administrator is appointed at the other party.

(b)     In addition, either party may terminate this Agreement by serving 30 days written notice to the other party.

(c)     Fees payable on termination – Without prejudice to the payment terms as specified in the Second Schedule, upon termination of this Agreement for any reason, the Client shall pay to Comms8 for all sums due within 14 days in respect of the Services Comms8 performed and expenditure incurred by Comms8 up to the date of termination or suspension. Comms8 shall not commit to or purchase any further media plans within the final 30 days of the terms, or otherwise from the date of service of notice of termination, unless expressly approved by the Client in writing.  All the payment made before by the Client to Comms8 will be forfeited.

(d)     Provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.

(e)     If, prior to notice of termination of this Agreement, Comms8 has at the request of the Client prepared detailed plan or proposals for future marketing services in respect of which Comms8 has not been remunerated, Comms8 will be entitled to receive from the Client such payment on the basis of fair compensation for work done as may be agreed between the Client and Comms8.

12.  FORCE MAJEURE

Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations (other than payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of god, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other similar cause beyond the reasonable control of such party.

 

13.  ASSIGNMENT

Neither party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other party.

 

14.  JURISDICTION

(a)     This Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.

(b)     Mediation – If a dispute arises, both parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.

(c)     NON-SOLICITATION  In agreeing to these terms of Business, the Client agree not to approach, attempt to persuade, offer employment to, offer a contract to, or use the services of any employee of Comms8 with whom it comes into contact during the course of its contractual relationship with Comms8 (otherwise than by general marketing for the duration that the parties are contractually bound) and for a period of twelve (12) months from the date of termination of the contract between the parties, except where Comms8 gives its consent in writing to this.

15.  NOTICES

Any notices or other communications required hereunder shall be in writing and shall be considered given when distributed in person or when posted, by qualified or registered first class mail, postage prepaid, return receipt requested, addressed to the parties at their addresses mentioned in the foreword to this Agreement or to such other addresses of which a party shall have notified the others in harmony with the provisions of this clause.

 

16.  COUNTERPARTS

This Agreement may be executed in two or more complements, each of which shall comprise an original and all of which shall be considered a single agreement.

 

17.  SURVIVAL

The provisions of concerned sections of this Agreement shall endure the ending of the Campaign Period or the termination of this Agreement.  This Agreement succeeds all previous agreements, written or oral, between Comms8 and the Client relating to the subject matter of this Agreement.

 

18.  GENERAL

(a)     This Agreement constitutes the exclusive, complete and final agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, arrangements and other communications and understandings between the parties, whether oral or written, with respect to such subject matter. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

(b)     Performing services for others – Provided Comms8 does not disclose the Client’s confidential information and Comms8 complies with its ethical obligations, the Client agrees that the Retained Firm may perform services for other parties whose interests may conflict or compete with the Client’s.

(c)     The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

(d)     Except as expressly provided in this Agreement the rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

(e)     No variation of this Agreement shall be valid unless it is in writing, agreed and signed by an authorised signatory on behalf of both parties.

(f)     Both parties must sign and return the Agreement within seven (7) days of the date of a final agreed version.

 

FIRST SCHEDULE

Services and Scope of Service

 

Notwithstanding anything to the contrary contained herein and subject to any services as agreed by the parties from time to time to be set out in the statement of work annexed or to be annexed hereto, Comms8 would provide marketing and PR services basing on the following assumptions, schedule and timings :-

 

ASSUMPTIONS

The parties agree that the project schedule and cost shall be determined on the basis of the following assumptions :-

 

●      All feedback provided by the Client will be consolidated and agreed by all relevant parties throughout the review stages.

●      The Client is responsible for ensuring all agreed creative solutions abide by all relevant product and promotional legal, compliance and regulatory matters.

●      The Client is responsible to ensure the promotion or discount will be valid during the Campaign and the logistic and infrastructure will be working smoothly during the Campaign, such as discounted code redemption, product listing in the e-Commence channel, product tags, order and delivery process, etc.

●      The Client will need to ensure its official account and shop on the social media and e-Commerce channels are legit and compliant with regulations and rules. 

●      The Client will provide image and video assets for Comms8 and Influencers to use. If this library isn’t available, or isn’t available to the scale that Comms8 require, then Comms8 may require more budget for stock photography.

●      All out-of-pocket expenses for materials and expenses associated with travel to complete work are not included in this budget. They will be billed back to the client. All expenses will be agreed with the client before being committed.

SCHEDULE AND TIMING

●      The estimated milestone dates shared by Comms8 are target dates only and do not reflect the combined client/agency availability.

●      The milestone dates are dependent on one another.  If one milestone is delayed, all subsequent milestones will also be delayed.

●      Any additional work to restart the project or create incremental out-of-scope deliverables will necessarily require an additional fee calculated on a time and materials basis.

●      The estimated Campaign schedule and fees are based on the assumption that appropriate client representatives will be available to review and respond to our draft deliverables in a timely manner (3 business day turnaround for draft deliverables in general or shorter/longer timings will be agreed in advance).

●      The Campaign Closure event is defined as a milestone (above); if final approval or acceptance of Campaign closure is not received within 15 days of final delivery, the Campaign will be considered closed.

●      Unless otherwise specified, Comms8 will revise draft deliverables once to produce the final deliverables.

●      Any significant changes on the Campaign direction or Campaign Period after the final Influencer list is signed-off that leads to influencers dropping out of the project, Comms8 is not accountable for the outcome and the impact on the result, e.g. if one of the two influencers dropped out due to the change of Campaign Period, then the total number of influencer post will be reduced, and the Service Buyer is still obligated to pay Comms8 the full fee.

●      If the Campaign is cancelled due to the delay or changes by the Client or natural disaster, the Client will still need to pay the agency for the work that has been done to date and cover any additional expenses caused by the changes

SECOND SCHEDULE

COMMS8 FEE

1.     This Agreement is effective from the Commencement Date and the billing schedule and fees for Comms8 have been agreed as follows:

(a)   Subject to any other payment term to be agreed and the fees to be specified in the statement of work annexed or to be annexed, Comms8 Fee shall be paid by the Client within 14 days payment terms as specified in the Payment Schedule in the Scope of Work.

(b)   All the items and prices listed in this quotation should be settled according to payment terms. Otherwise, the project will be temporarily suspended until the payment is settled.

(c)   No refund will be made after settlements.

(d)   Comms8 expects to receive payment in full on their invoices, unless an arrangement has been made otherwise.

(e)   Payment should be settled within 14 days after the invoice is issued unless an arrangement has been made otherwise. (5% monthly charge on all overdue accounts)

(f)   Comms8 reserves the right to use the project layout for own marketing purpose

(g)   Comms8 has the right to end this contract without any refund nor compensation if client doesn't agree to any terms stated in this quotation during the implementation stage.

(h)  Comms8 shall have no liability in any delay in the campaign activity if such delay is resulted by the delay of payment by the Client;

(i)    The Client acknowledges that the rate of Comms8 offered is based on a period from the Commencement date until the Campaign End Date specified in the Statement of Work. Subject to determination, Comms8 Fee shall be varied if the services extend beyond the Campaign Period.

(j)    Any additional third-party expenses, and production, content management, SEO costs that not mentioned above will need to be covered and signed off in advance by the client incurred.

(k)  Additional charge will incur if the client would like to add additional language(s), channel, media, market(s), the number of time of creative refreshment, significant adjustment of SKU number and advertising spends

(l)    For the avoidance of doubt, Comms8 Fee does not cover the followings:-

(1)  the cost for any product gift, product giveaway or promotion to the Influencers or their fans;

(2)  any travel and accommodation for Comms8 team to travel outside of London;

(3)  any travel and accommodation for Influencers to travel for attending events (if applicable);

(4)  any additional cost incurred caused by the change of date and location; and

(5)  any expenditure incurred from the insurance, compliance, copyright, safety and legal related issues of the Campaign or the influencer.