Documentation

Terms and Conditions

Effective Date: 20.09.2024

These Terms and Conditions ("Agreement") are a legally binding agreement betweenyou ("Client," "you," or "your") and Sudu Limited, a company incorporated under the laws ofHong Kong, with its registered office located at Rm No. 301, Unit C, 2nd/F Kwong On BankMongkok Branch, 728-730 Nathan Rd Mong Kok, Hong Kong ("Service Provider," "we,""us," or "our"). By accessing or using our services, you agree to comply with and be boundby this Agreement.

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1. Definitions

For the purposes of this Agreement, the following terms will have the meanings describedbelow:

• "Services" refers to the digital marketing, media buying, advertising, and softwaredevelopment services offered by the Service Provider.
• "Client" refers to the individual or entity that has engaged the Service Provider forthe provision of Services.

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2. Services

The Service Provider agrees to provide the Services outlined in a separate serviceagreement or proposal provided to the Client. The scope of the Services may include but isnot limited to:

• Digital marketing and advertising campaigns on platforms such as Google Ads,Facebook Ads, and TikTok Ads.
• Real-time bidding (RTB) advertising.

Any additional services requested by the Client will require a separate agreement oramendment to this Agreement.

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3. Payment Terms

The Client agrees to pay the Service Provider according to the terms set forth in the serviceagreement or invoice. All payments must be made in the currency specified in the invoiceand within the payment deadlines outlined therein. Failure to make timely payments mayresult in the suspension or termination of Services.

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4. Client Obligations

The Client agrees to:

• Provide all necessary information, documentation, and access required for theService Provider to carry out the Services.
• Cooperate with the Service Provider in a timely and efficient manner.
• Comply with any applicable laws, rules, or regulations related to the Services.

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5. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidentialinformation exchanged during the course of this Agreement. Neither party shall disclosesuch information to any third party without the express written consent of the other party,except as required by law.

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6. Intellectual Property

All intellectual property rights related to the Services, including but not limited to anysoftware, tools, or methodologies developed by the Service Provider, shall remain theexclusive property of the Service Provider. The Client may use any deliverables providedunder this Agreement solely for its internal business purposes.

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7. Warranties and Liability

• The Service Provider warrants that the Services will be performed in a professionaland workmanlike manner in accordance with industry standards.
• The Service Provider shall not be liable for any indirect, incidental, special, orconsequential damages arising out of or in connection with the Services, even ifadvised of the possibility of such damages.
• The total liability of the Service Provider, whether in contract or tort, shall not exceedthe fees paid by the Client for the Services.

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8. Termination

Either party may terminate this Agreement by providing 30 days' written notice. In the eventof termination, the Client agrees to pay for all Services rendered up to the effective date oftermination. The Service Provider reserves the right to terminate this Agreement immediatelyin the event of non-payment or breach of any other term of this Agreement by the Client.

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9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of HongKong. Any disputes arising under or in connection with this Agreement shall be subject to theexclusive jurisdiction of the courts of Hong Kong.

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10. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under thisAgreement due to circumstances beyond its reasonable control, including but not limited tonatural disasters, war, strikes, or government actions.

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11. Amendments

This Agreement may be amended only by written consent of both parties. Any changes tothe scope of the Services or payment terms must be agreed upon in writing by both parties.

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12. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes allprior or contemporaneous communications, representations, or agreements, whether oral orwritten.

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13. Notices

All notices under this Agreement shall be in writing and delivered by email, mail, or courier tothe addresses of the parties as set forth in the service agreement or otherwise communicated.

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