Service Agreement

Smart Galas Limited, a company incorporated in Hong Kong with its registered address at Unit 1802, 18/F, Hua Fu Commercial Building, 111 Queen's Road West, Sheung Wan, Hong Kong SAR ("Smart Galas"), provides the Smart Galas Event Management, Fundraising Technology & Auction, and Ticketing Platform (hereinafter referred to as "The Platform") for event and campaign management, ticketing, auctions, and other relevant guest engagement features.

CHAPTER A

Application of this Service Agreement

1. This Service Agreement ("SA") sets out the terms applicable to all services provided by Smart Galas. If the Client is not using a particular service, the relevant terms may be disregarded unless and until the Client commences use of such service at a later date.
2. This SA will be retained on the Client's account. The Client agrees that any signed-off quotations shall incorporate and be subject to these terms.

CHAPTER B

Quotations, Acceptance & Execution

1. Quotations will be issued for each service requested and will be agreed using digital signatures at the time of acceptance. 
2. By accepting and digitally signing off the quotation shared with the Client, this SA is deemed to have been read and agreed upon by the Client.

3. The Client shall check its quotation for specific details, including but not limited to:

   1. Date and term of the agreement;
   2. Start and end date of the Platform license; 
   3. Quantity of licenses (microsites) included; and
   4. Other services provided by Smart Galas.
4. This SA shall be executed by the Parties as of the date set out in the applicable Quotation.

CHAPTER C

Refunds 

1. No Refund Policy: There shall be no refund for services provided by Smart Galas, except in specific circumstances expressly defined within this Agreement.
2. All Sales Final: All sales are final unless otherwise stated in this Agreement or required by applicable law.

If the Client requires a signed version of this agreement and for all other kinds of enquiries it shall contact hello@smartgalas.com or support@smartgalas.com.

CHAPTER A

General Terms

1. Smart Galas grants the Client access to the Platform solely for the duration of the contract term ("User Accounts"). Specific terms apply for each access type (Free Access, Single Licence and Annual License). 

2. Access to the Platform means a microsite to manage an event campaign and an access to the Campaign Management System (CMS) to setup and configure the microsite.  

3. Platform Access is non-transferable and may not be repurposed for any subsequent or concurrent campaigns.

4. When using the Platform, the Client will be given access to the CMS. 

   1. For Free Access, 2 x User Accounts will be provided. 
   2. For License models (Single or Annual), the Client may have up to 5 x User Accounts. 
5. User Accounts are for the exclusive use of the contracted Client and its employees. Third-party usage is strictly prohibited. 
6. It is the Client's responsibility to ensure each User Account is used in accordance with these terms and the Client is fully liable for all CMS actions performed by the User Accounts. 

7. Notifications: Automatic SMS and email notifications (e.g., outbid alerts, payment confirmations) are included within platform access. 

   1. Notifications follow standard templates but may be customised through the CMS. 

   2. Fair usage policy applies for SMS and additional fee incurs for usage surpassing fair usage quotas. Fair usage quota is 1000 SMS per campaign unless otherwise stated within the quotation. Additional fee is HK$0.08 / per SMS. 

8. Support: Platform Access includes online support via support email (support@smartgalas.com), access to the Smart Galas Help Centre and Help Centre AI Chatbot. 

   1. Human support via support@smartgalas.com is strictly limited to tech related issues, bug reporting and fixes. Human support doesn't include any CMS actions on behalf of the Client or any human guided CMS training and guidance. 
   2. The Client must subscribe to Platform Set-Up and / or Dedicated Campaign Support services to receive human support for setting up the campaigns, and all types of microsite configuration (See the relevant Section 1-II "Platform Set-Up & Dedicated Campaign Support") and enhanced support for the campaigns.

9. Stripe Account Configuration (Client's Own Stripe Account - For details see the Payment Services Section 1-III)

   1. If the Client chooses to use its own Stripe Account for payment collection, the Stripe account configuration is fixed upon initial setup.
   2. The same Stripe account cannot be changed to a different Stripe account under the same license.
   3. No Exceptions: If the Client needs to change its Stripe account for any reason (e.g., bank account closure, business restructuring), a new license is strictly required. No exceptions will be made. Note: This restriction applies only when the Client uses its own Stripe account. If the Client uses Smart Galas' Direct Stripe Account, this restriction does not apply.  

CHAPTER B

Free Access to the Platform

1. Smart Galas offers a risk-free, $0 access tier to the Platform. The following terms apply exclusively to users of this Free Access model.

2. The campaign will be configured with our Voluntary Contribution feature enabled by default. This means no platform fee is charged for using Smart Galas.

   1. Guest Choice: The Voluntary Contribution is entirely optional. Guests/participants may choose whether to include a voluntary contribution with their payment.
   2. Transparency: The platform clearly discloses all voluntary contributions during the checkout process.
   3. Client Liability: The Client bears no liability if a guest removes or declines to pay the voluntary contribution at checkout. 
   4. Smart Galas will issue an invoice to the Client for all voluntary contributions pledged by guests during checkout.
   5. Offline / Non-Credit Card Payments: If a guest selects an offline or invoice payment method instead of paying by credit card through The Platform, the Client remains fully responsible for collecting those voluntary contributions.
   6. Guest's Ability to Adjust: Guests who have selected an offline payment method may return to the checkout page at any time and adjust their voluntary contribution to $0 before the payment is marked as paid. The "Pay" button remains active until the payment is formally marked as "paid" in the CMS.
   7. Client's Responsibility: Once a guest has completed checkout with a voluntary contribution amount selected, that amount will be included on the Client's invoice. The Client has no recourse to dispute or remove the voluntary contribution from the invoice if the guest later refuses to pay, unless the guest actively returns to the checkout page and changes the contribution to $0 prior to the payment being finalised.

3. The Client may choose to switch from the Voluntary Contribution Model to a fixed Platform Fee (4% - calculated as a premium on funds raised) if preferred. Under this model: A Platform Fee of 4% will apply to all funds raised through the Platform (including auctions, ticketing, donations, and raffles / lucky draws).

   1. Corporate Auctions: Must use the Platform Fee (Premium on Amount Raised) model if they opt for the HK$0 Upfront Payment access tier.
   2. Regardless of the model chosen, Payment Processing Fees and Ticketing Fees (detailed separately) will also apply.
   3. Platform Fee Option: You'll have the option to switch to a platform fee (premium on amount raised) instead of using the Voluntary Contribution Model, if preferred. 
4. Recommendation: Smart Galas recommends that all Free Access campaigns / events require credit card payment at checkout to ensure that all voluntary contributions are successfully processed and collected, thereby avoiding invoicing issues with offline payments.

CHAPTER C

Single Microsite License

1. Under this Single Microsite license, the parties agree on these terms. 

2. The Platform access is exclusively in respect of one campaign (one microsite).

3. Prior to microsite creation, the Client shall furnish Smart Galas with complete campaign particulars, including definitive start and end dates.

4. Campaign Date Adjustments: Minor adjustments to campaign dates (e.g., extending or shifting the campaign/event dates) are permitted, provided that the campaign remains the same campaign in substance. 

5. Any change that alters the nature of the campaign would constitute a new campaign and require an additional license fee. 

6. All campaign date changes must be formally communicated to Smart Galas – the Client cannot adjust campaign dates directly through the CMS.

CHAPTER D

Annual Multi-Microsite License

1. Under the Annual Multi-Microsite License (Annual License), the parties agree on these terms:

2. Platform Access

   1. Smart Galas grants the Client access to the Platform for the full contract term.
   2. The Annual License includes three (3) microsites / campaigns during the contract term.
   3. Additional Campaigns: Any additional microsite/campaign beyond the 3 included in the Annual License will be charged at a discounted rate, as set out in the Client's quotation.
   4. All active campaigns must be concluded by the time the contract comes to an end.
   5. Campaign Date Adjustments: Minor adjustments to campaign dates (e.g., extending or shifting the campaign/event dates) are permitted, provided that the campaign remains the same campaign in substance. 
   6. Any change that alters the nature of the campaign would constitute a new campaign and require an additional campaign fee. 
   7. All campaign date changes must be formally communicated to Smart Galas – the Client cannot adjust campaign dates directly through the CMS.

3. Stripe Account Configuration (Client's Own Stripe Account)

   1. If the Client chooses to use its own Stripe Account for payment collection, the Stripe account configuration is fixed upon initial setup.
   2. Under an Annual License, all campaigns conducted during the contract term must use the same Stripe account. Different Stripe accounts cannot be used for different campaigns within the same Annual License.
   3. The same Stripe account cannot be changed to a different Stripe account under the same license.
   4. No Exceptions: If the Client needs to change its Stripe account for any reason (e.g., bank account closure, business restructuring), a new license is strictly required. No exceptions will be made. Note: This restriction applies only when the Client uses its own Stripe account. If the Client uses Smart Galas' Direct Stripe Account, this restriction does not apply.

4. Renewal

   1. The Annual License does not renew automatically at the end of each term.
   2. A renewal quotation will be sent 6 weeks prior to the Annual License expiry.
   3. The Client may renew the contract by accepting the renewal quotation. Renewal terms will be specified in the renewal quotation.

CHAPTER A

General Terms

1. This Chapter (1-II-A) must be read together with the Platform Access. 
2. Platform Set-Up refers to configuring the campaign and microsite via CMS. 
3. Smart Galas, through CMS, allows Set Up By Yourself, at no additional cost. 
4. The Client must subscribe to Platform Set-Up and / or Dedicated Campaign Support services to receive human support for setting up the campaigns, and all types of microsite configuration (See the relevant section "Platform Set-Up & Dedicated Campaign Support") and enhanced support for the campaigns.

5. Smart Galas offers the following service tiers enhanced human support (Articles 7-19 in this Chapter (1-II-A) concern service tiers referred to in this article, but not Set Up By Yourself model). 

   1. Platform Set Up (Essential)
   2. Platform Set Up (Enhanced)
   3. Dedicated Campaign Support (DCS)
6. The Client shall select the applicable tier in the quotation. Upon acceptance of the quotation, the terms for the selected tier shall apply.

7. Micro Website Changes and Edits: For services with enhanced human support (Article 5 in Chapter (1-II-A)), custom changes refer to the microsite layout, content, labels, etc. as long as these are possible through CMS. Any custom coding / programming is not included.  

   1. Any change requests must be consolidated in a clear email; screenshots are recommended to avoid confusion. Additional changes may incur extra charges and are subject to team availability.

   2. The Client acknowledges that any requests requiring Smart Galas development team involvement, including but not limited to programming, code changes, or other technical customizations, are subject to feasibility and approval by the Smart Galas. If the Smart Galas development team agrees to implement the requested customization, the Client acknowledges that:

      1. A minimum of 48 hours is required for implementation, with longer timelines possible depending on scope;
      2. Additional charges apply, and Smart Galas will issue a quotation to the Client before starting any custom work;
      3. The customization will only proceed upon the Client’s written acceptance and signed approval of the quotation.
8. The Client acknowledges that any last-minute requests relating to the CMS or customization may not be accommodated.
9. Micro Website Launch Timelines: Smart Galas shall deliver the initial version of the microsite within 4 working days after receiving all content and assets (assuming no custom development is required). 
10. Exclusions: Any service referred to in this Chapter (1-II-A) excludes graphic design (all sorts of image edits, resizing, cropping etc), on-site coordination (needs to be separately booked), or unlimited custom requests.
11. For any service including human support working hours are Monday-Friday, 9:00 AM–6:00 PM (HKT), excluding public holidays. Messages or requests sent outside these hours will be addressed on the next working day. 

12. Content Responsibility: Client shall provide all necessary content (if the service level includes and requires such content) and information for the platform setup and event planning, including but not limited to:

    1. Logos and design assets;
    2. Auction item details and images;
    3. Custom notifications and modifications regarding the system notifications;
    4. Event timeline and run-of-show (if on-site support is included);
    5. Floor Plan (if on-site support is included);
    6. Completion of the DCS Website Setup Document for any website built under DCS;
    7. Completion of the Collaborative Event Summary for on-site supported events;
    8. Any other materials required for platform configuration.
    9. All assets must be provided in the correct format as instructed by Smart Galas, including:
    10. Auction item details in the designated spreadsheet template;
    11. Item images clearly labeled and in correct size/format (JPEG or PNG);
    12. Design assets (e.g., logos, banners) in high-resolution, web-ready formats (JPEG or PNG where applicable).
    13. Providing incomplete materials or incorrect formats may delay timelines.

13. If using its own Stripe account, the Client shall set up its Stripe account, and provide publishable and restricted keys in a timely manner to enable payment collection through the Platform. The Client Stripe Direct Connection will be finalized and verified by Smart Galas for all service levels including Set Up By Yourself model. The Client acknowledges that:

    1. Stripe conducts an independent KYC (Know Your Customer) verification process for payment setup; and
    2. Smart Galas shall not be liable for any delays, rejections, or other issues arising from Stripe’s verification process.
    3. For events with on-site support, the Client must confirm all relevant event details (e.g., staff arrival time, dress code, final schedule) in advance.
14. Mass Uploads: For auction item uploads, the Client shall submit all item details using the designated upload template, with images named to match item numbers/titles. Final files and images shall be submitted 1–2 weeks before silent auction launch, and no later than 2 working days prior. 
15. For guest list uploads (if applicable), the final version (with table assignments, if applicable) must be submitted at least 1 working day before the event. Submissions outside these timelines may not be guaranteed for upload.
16. Live Event Support (if applicable): Refer to Onsite Event Services section for further details. If Smart Galas is providing event staff, the Client shall submit a complete and final event run-down at least 72 hours before the event. Additions or changes after this deadline may not be accommodated.
17. Final Website Sign-Off: Client shall provide final website approval at least 24 hours prior to launch. Delayed sign-off may result in late launch issues, for which the Smart Galas is not responsible.

18. Respecting the Service Scope: Smart Galas is committed to high-quality support for all clients. The Client agrees to: 

    1. Limit communication to working hours;
    2. Keep change requests within agreed scope and revision limits.
    3. Requests outside the agreed scope may be fulfilled only if technically and operationally feasible and may incur additional charges. 
19. Commencement and Cancellation: The Client acknowledges that the Platform Set Up and DCS services begin as soon as the official quotation is accepted. These services are non-refundable, and cancellation of an onsite event or campaign does not entitle the Client to cancel these services.
    
    

CHAPTER B

Set Up By Yourself

CHAPTER C

Platform Set Up (Essential)

CHAPTER D

Platform Set Up (Enhanced)

CHAPTER D

Dedicated Campaign Support (DCS)

1. Support level for Dedicated Campaign Support (DCS) includes, in addition to the online support provided to Set Up By Yourself users:

2. DCS includes the following features and services:

   1. Auction Items Pages (Up To 60 items) – Bulk Upload. Over 60 items, additional set-up fee applies, please refer to your quotation.

   2. Donation Page Set Up

   3. Microsite Customisation (3 rounds of changes)

   4. Client Direct Stripe Integration

   5. System Notifications Customisations

   6. Leaderboard Set Up

   7. Lucky Draw Page Set Up

   8. Voucher Management Cycle Set Up

   9. Event Ticketing Page Set Up

   10. Guest List Uploads

   11. Guest Communications Management

   12. Check-in Set Up

   13. Post-event Survey Set Up

   14. Strategic campaign guidance

   15. Confirmation of Onsite Fundraising Operations and Support (for Onsite Team, if any)

   16. Payment Collection and Follow-Ups

   17. Reporting

   18. Ongoing support that continues up to 4 weeks post event, including but not limited to reporting, all CMS actions, guidance for the event, item sales, payment chasing, and event debrief

3. Exclusions: This service excludes graphic design (all sorts of image edits, resizing, cropping etc), on-site coordination (unless separately booked), or unlimited custom requests.

4. Communication: All communication with the Client is via email, WhatsApp, phone, and meetings when needed. A dedicated account manager is provided.

   1. Working Hours: Smart Galas’ DCS service is available via email, phone, and WhatsApp Monday to Friday, 9:00 AM–6:00 PM (HKT), excluding public holidays. Messages or requests sent outside these hours will be addressed on the next working day. 

   2. For urgent platform issues outside working hours, the Client shall contact the Smart Galas Support Team directly (support@smartgalas.com). 

CHAPTER A

General Terms

1. Smart Galas uses Stripe Inc. ("Stripe") to process user payments. 

2. Smart Galas offers two types of Stripe configuration: 

   1. Smart Galas Stripe Account

   2. Client Direct Stripe Account

CHAPTER B

Smart Galas Stripe Account

1. When using Smart Galas Stripe Account, Smart Galas will collect funds on behalf of the Client. 

   1. Any Smart Galas fees (including Payment Processing Fees not covered by the payers, Platform Fees, Voluntary Contributions, Ticketing Fees, Consignment Items supply prices and any other applicable charges) will be deducted, and Client will be paid against an invoice issued by the Client corresponding to the net funds collected by Smart Galas on behalf of the Client.

   2. Payments to the Client are processed against invoices submitted by the Client. There are no automatic weekly payouts when using Smart Galas Stripe Account. 

2. Payment Processing Fees: When using Smart Galas Stripe Account, a Payment Processing Fee of 3.95% + HK$2.35 will apply on all payments collected by the Platform via credit card (for all cards). These fees will help cover Smart Galas' admin, processing, and banking fees.

3. The Payment Processing Fees are calculated on the total transaction amount, including any base payments (e.g., ticket prices, donations), voluntary contributions, and ticketing fees.

4. These fees may be passed on to payers at the Client's discretion, subject to the three configurable options on the CMS (Payers covering payment processing fees as i) mandatory, ii) optional, or iii) the Client paying for the fees.

5. Refunds: Where the Client agrees to refund any transaction amount to the payer, and Smart Galas uses Stripe to effect such refund, the Client agrees to pay, in addition to the refunded amount, the associated Payment Processing Fee. The Client is always responsible for the Payment Processing Fee on refunded transactions.

6. Where a bank or credit card company requests a refund directly from Stripe, and Stripe pays out such refund from the Client's Stripe account (under the Platform Stripe arrangement), Smart Galas will issue an invoice to demand the same amount from the Client, and the Client agrees to pay upon receipt of invoice.

7. Apple Pay and Google Pay cannot be used with Smart Galas Stripe Account and require Client Direct Stripe Account. 

CHAPTER C

Client Direct Stripe Integration

1. The Client may choose to collect payments directly into their own Stripe account by integrating it with their Smart Galas microsite.
   

2. The Client shall provide their Stripe Publishable Key and a Restricted Key generated from their Stripe account, following the setup instructions provided by Smart Galas.

   1. The Client acknowledges that providing the keys and configuring Apple Pay and Google Pay through their own Stripe dashboard is solely their responsibility.

   2. Custom URL Requirement: Apple Pay, and Google Pay require the Custom URL add-on in order to be activated on the microsite. 

   3. Custom URL Fee: The Custom URL set-up fee is HK$2,500 per custom URL. Note: Domains using the standard www.smartgalas.com/CAMPAIGNDOMAIN... path are provided free of charge.

3. Fund Flow: Once the direct connection is confirmed by Smart Galas, all funds will flow directly to the Client's Stripe account without passing through Smart Galas or the Platform's custody.

4. Fees: Smart Galas do not charge an additional fee for enabling this direct Stripe connection.

5. Since funds are not held in Smart Galas Stripe account from which fees can be deducted, any Smart Galas fees (including Platform Fees, Voluntary Contributions, Ticketing Fees, supply prices of Smart Galas Consignment Items and any other applicable charges) will be invoiced separately to the Client and are due in accordance with the payment terms set out in this Agreement.

6. For the avoidance of doubt, under the Free Access model, any Voluntary Contribution amounts pledged by guests are considered Smart Galas fees and will be invoiced to the Client if funds are collected via the Client's Stripe account.

7. Stripe Account Restriction: For the avoidance of doubt, the Stripe account configuration is fixed upon initial setup (see Platform Access & Campaign Details section). The Stripe account cannot be changed to a different Stripe account under the same license. If the Client needs to change its Stripe account for any reason, a new license is strictly required. Note: This restriction applies only when the Client uses its own Stripe account. If the Client uses Smart Galas' Direct Stripe Account (Platform Stripe), this restriction does not apply.

CHAPTER D

Offline / Invoiced Payment Methods

1. Offline / Invoiced Payment Methods: If the Client wishes to offer guests the option to make payments offline (e.g., by bank transfer, cash, cheque, etc.) or to request an invoice, the Client may enable such payment methods through the CMS.

2. No Payment Processing Fees: The Client acknowledges and agrees that any payments processed through these offline or invoice methods are not processed via Stripe, and accordingly, such payments shall not be subject to the Payment Processing Fees.

3. Other Fees Remain Payable: All other applicable fees under this Agreement, including Platform Fees, Voluntary Contributions, Ticketing Fees, supply prices of Smart Galas Consignment Items and any other applicable charges, shall remain due and payable in respect of all funds raised through such offline or invoice payment methods.

4. Client Responsibility: The Client shall be solely responsible for the collection, reconciliation, and reporting of all funds received through offline or invoice payments

5. Smart Galas accept no liability for any delays, non-payment, or disputes arising from such payment methods. 

6. The Client acknowledges that enabling offline or invoice payments does not affect the Client's obligation to ensure that all funds raised through the Platform are properly accounted for.

7. The Client agrees to remit any applicable fees to Smart Galas in respect of such payments in accordance with the payment terms set out in this Agreement.

8. Smart Galas shall have no obligation to verify, collect, or enforce payment of any amounts raised through offline or invoice payment methods. The Client assumes full responsibility for managing such payments.

9. Invoicing for Voluntary Contributions (Free Access): For the avoidance of doubt, under the Free Access model, if a guest selects an offline or invoice payment method and pledges a voluntary contribution, that amount will be included on the Client's invoice. The Client has no recourse to dispute or remove the voluntary contribution unless the guest returns to the checkout page and changes the contribution to $0 before the payment is marked as "paid" in the CMS. Smart Galas strongly recommends requiring credit card payment at checkout to avoid such issues.

1. If using our Smart Galas Consignment Items, then the parties agree on these terms.
2. Smart Galas Consignment Items mean any item sourced and provided to the Client to be listed as an auction item, buy it now item or raffles & lucky draw item at a fixed price that is clearly communicated to the Client before the microsite is launched. 
3. The Client shall select from our online brochure the items to be made available for the campaign and offer the items selected for auction, raffles & lucky draw or otherwise. 
4. All Smart Galas Consignment Items are on a sale or return basis and require no financial outlay from the Client, and the Client is only liable for the supply price (supply price means the price the Client agrees to pay for the Smart Galas Consignment Items if and when such items are sold;
5. Unless otherwise agreed between Smart Galas and the Client, if the Client requests the delivery of an auction or prize draw item prior to the event for display purposes and/or to be handed over to the auction/raffles & lucky draw winner immediately after the event, the supply price of the item will be invoiced to the Client prior to the event. 
6. Unless otherwise agreed, payment in full must be received before the item is delivered to the event premises. Once delivered to the event site, the Client assumes full responsibility for the safekeeping and condition of the item until it is handed over to the auction or prize draw winner. 
7. Smart Galas' responsibility is limited to the delivery of the item to the event site, and no further delivery services are included. Upon delivery to the Client, the item becomes the Client’s own auction or raffles & lucky draw property. 
8. All transactions for such pre-ordered items are final, and no refunds will be issued.
9. Smart Galas Consignment Items' fee chargeable will be the supply price as set out in the online catalogue and as updated from time to time, and the supply price of listed items in Client's events will be shared with the Client in advance before the microsite is launched;
10. Payment of any Smart Galas Consignment Items fee is required only after the item is sold; all profits, ie funds raised over and above the supply price are paid over to the Client. 
11. The Client agrees that, when using Smart Galas Stripe account, the fee associated with such item will be deducted, along with other applicable fees, before the net funds are paid to the Client against an invoice issued by the Client. 
12. Smart Galas will issue an invoice for the supply price of any Smart Galas Consignment Item if the supply price of such item cannot be deducted from its own Stripe account, and the Client agrees payment of such items are due on the date. 
13. If for any reason the Client decides not to list the contracted amount of Smart Galas Consignment Items in the campaign (live or silent auction, buy it now, raffles & lucky draws, etc.), it agrees that any discount applied will be removed and invoiced for as appropriate.
14. The Client acknowledges that cancellation of an event and / or intentional failure to promote the website shall be regarded as not listing contracted amount of Smart Galas Consignment Items and any discount applied will be removed and invoiced for as appropriate, unless agreed otherwise by the parties.
15. Smart Galas shall provide the title, description and imagery for any Smart Galas Consignment Items. However, the Client acknowledges that Smart Galas is not the end-supplier of the Smart Galas Consignment Items and accordingly it shall not be liable for any complaints received or costs incurred as a result of the item deviating from any description or imagery provided by Smart Galas.
16. Smart Galas shall issue a voucher (in the form of an e-voucher or an email attachment PDF document) to the winner within 24 hours of the payment;
17. If full amount for a Smart Galas Consignment Item is received directly by the Client, Smart Galas will raise an invoice for the supply price of that item(s). Once payment has been received, the voucher will be released to the winning bidder.
18. Contracted Smart Galas Consignment Items must be dispersed amongst the client’s own auction items.
19. Unless otherwise stated in the terms of the specific item, Smart Galas Consignment Item winner shall have 1-12 months (each item's terms prevail) from the date of issue of an e-voucher to redeem the e-voucher, and must take up the prize associated within 12 months of redemption; upon redemption of a Smart Galas Consignment Item by the winner in accordance with this clause, Smart Galas shall ensure delivery from the end-supplier of any physical item within 14 days of winner's request as long as the address for delivery is in the territory where the Event occurred.
20. As they might not be the the end-suppliers, Smart Galas cannot accept responsibility for, or liability relating to, Smart Galas Consignment Items in respect of their security or delivery or the experience of Smart Galas Consignment Item winner. Smart Galas shall not be required to issue any refunds to any winner unless and to the extent that Smart Galas is able to procure such refund from the Smart Galas Consignment Item supplier.
21. Smart Galas, upon the request of the Client, may provide additional services to the Client to store, insure through a third party and deliver client’s own auction items to the winning bidder at an additional fee. Smart Galas will have no liability whatsoever when such additional service is provided and whole responsibility and liability regarding client’s own auction items  belong fully to the client.  

1. If the Client uses Smart Galas Ticketing Services, the parties agree on these terms. 
2. The Client agrees to pay HK$50 / per ticket when using the ticketing feature. 
3. Regardless of the payment method used (credit card, offline, invoice, etc.), the Ticketing Fee will be applied and invoiced by Smart Galas. 
4. Ticketing fees must be included in the ticket fee and not charged on top of the ticket price. The Client is responsible for setting ticket prices that account for the applicable Ticketing Fee. 
5. Where payment is collected through Smart Galas Stripe account, the processes set out in the Payment Services section apply to the Ticketing Fee. The Payment Processing Fee (3.95% + HK$2.35) is calculated on the total transaction amount, which includes the Ticketing Fee.
6. Where the Client uses its own Stripe account, the Ticketing Fee will be invoiced separately to the Client, as funds flow directly to the Client's Stripe account and are not held by Smart Galas.
7. If a ticket is refunded, the Client bears the cost of the Ticketing Fee on refunded tickets.
8. Where the refund is processed through Smart Galas Stripe account, the Client also remains responsible for the Payment Processing Fee on the refunded amount (see Payment Services).

1. If the Client uses Smart Galas' Raffles / Lucky Draw feature, the parties agree on these terms. 
2. Ticket Pricing: Raffles & Lucky Draws tickets must be sold for a minimum fee of HK$50 per ticket. The Client may set ticket prices higher than the HK$50 minimum at its discretion. There is no maximum ticket price.
3. Smart Galas is responsible only for the technology behind the Raffles & Lucky Draw feature, including the fully automated draw mechanism and ticket sales system; and the provision of Smart Galas Items, where applicable.
4. The draw mechanism is fully automated by the Platform. The Client does not have the ability to manually override or select winners.
5. Smart Galas does not operate, manage, or administer the Raffles & Lucky Draw on behalf of the Client.
6. Client Responsibility – Legal Compliance: It is the sole responsibility of the Client to ensure that any Raffles & Lucky Draw is operated in full compliance with all applicable laws, regulations, and licensing requirements in the relevant jurisdiction(s).
7. Jurisdictional Restrictions: The Client is solely responsible for conducting due diligence and abiding by local regulations regarding Raffles & Lucky Draws. Smart Galas does not impose restrictions on jurisdictions but does not assume any responsibility for the Client's compliance.

8. Terminology: The Client acknowledges that the term "Raffles" may, in certain jurisdictions, refer to a licensed or regulated activity. It is the Client's sole responsibility to: 

   1. Use the correct terminology for their activity;
   2. Obtain any necessary permissions, licences, or permits required by applicable law.
   3. Ensure eligibility of participants;
   4. Comply with gambling, lottery, and prize draw regulations;
   5. Properly awarding and delivering prizes;
   6. Handling all participant inquiries, complaints, or disputes.
9. Refunds and Cancellation: If a Raffles & Lucky Draw is cancelled or postponed, the Client is solely responsible for issuing refunds to ticket purchasers.
10. Where the refund is processed through Smart Galas Stripe account, any Payment Processing Fees or other fees related to the refund will be invoiced to the Client in accordance with the Payment Services section of this Agreement.
11. Smart Galas will share with the Client a generic template that the Client may adopt for its own Raffles & Lucky Draw Terms & Conditions.
12. Important Note: Smart Galas cannot and does not provide legal advice. The template is provided for reference only and may not be suitable for all jurisdictions or circumstances.
13. Any Terms & Conditions adopted by the Client are between the Client and the participants. The Client must seek its own independent legal advice in respect of such Terms & Conditions and the operation of the Raffles / Lucky Draw.
14. Indemnity: The Client agrees to indemnify, defend, and hold harmless Smart Galas against any claims, losses, damages, liabilities, costs, or expenses arising out of or in connection with the Client's operation of the Raffles / Lucky Draw, including any breach of applicable laws or regulations.If the Client uses Smart Galas Ticketing Services, the parties agree on these terms. 
15. Where payment is collected through Smart Galas Stripe account, the processes set out in the Payment Services section apply to the Raffles & Lucky Draw feature. The Payment Processing Fee (3.95% + HK$2.35) is calculated on the total transaction amount.

1. Onsite Event Services packages (as set out in the Client's quotation) include DCS. 
2. Onsite Event Services cannot be separated from DCS and cannot be booked independently.
3. Smart Galas confirms that any Smart Galas Onsite Team members appearing at the Onsite Event to provide the services are trained appropriately.
4. Onsite Event Services can only be used alongside the Platform. Smart Galas Onsite Team members cannot be assigned to support events using any other event, fundraising, or auction platform.
5. Breach of the above provision (Article 4 of this Sub-Section) will result in automatic cancellation of Onsite Event Services, and the cancellation terms (Article 11 of this Sub-Section) shall apply.

6. Confirmation & Timelines: Timings, event details, and any bespoke branding must be confirmed with the Dedicated Campaign Support Account Manager in a timely manner. At least one week before the event is recommended.

   1. All staff and equipment requirements must be confirmed at least 14 days in advance of the Event.
   2. Smart Galas cannot guarantee any requests submitted after this deadline (14 days). Where Smart Galas is able to deliver on such a late request, an additional 25% fee shall apply to all such quotes.
   3. Any changes to the event details, including but not limited to date, time, venue, or scope of services, must be communicated to Smart Galas in writing and may be subject to additional fees or adjustments to the contract terms.

7. Client Responsibilities: 

   1. Internet & Connectivity

      1. Smart Galas is not responsible for providing internet infrastructure.
      2. It is solely the Client's responsibility to ensure that an adequate internet connection is available for Smart Galas Onsite Event Teams to connect CMS control laptops and Team iPads to work properly.
      3. The Client acknowledges that adequate mobile signal and/or wireless internet connectivity is required to access the Platform.
      4. If the venue is unable to provide the necessary connection, Smart Galas will offer mobile network solutions, and this service will be quoted separately.
      5. If the Client is using the iPad Event Package Solution, wireless specifications and requirements will be shared with the Client in advance.

   2. SMS Notifications

      1. The Client understands that Smart Galas does not guarantee Platform SMS notifications' deliverability.
      2. Delivery of SMS is contingent upon the performance of phone network providers.

   3. Manual Entries

      1. Where bids or pledges are entered manually into the system by a Smart Galas Onsite Event Team member, the Client must keep a record of live pledges/bids to be cross-referenced with the Smart Galas Onsite Event Team.

   4. Security, Insurance & Delivery: 

      1. Smart Galas and Onsite Event Teams shall have no responsibility for the Client's auction, prize draw, or other items, either in terms of their security, insurance, or delivery, unless otherwise agreed by the parties in writing.

   5. Client Insurance

      1. The Client is responsible for obtaining any necessary insurance coverage for the event.
      2. If the Client is not directly responsible for obtaining such insurance (e.g., where this is the venue provider's responsibility), the Client shall inform Smart Galas regarding the insurance in place covering the venues where events take place against injuries, damages, or losses arising from circumstances beyond the control of both parties, including but not limited to acts of nature, venue restrictions, or vendor failures.
   6. Collaborative Event Summary: For on-site supported events, the Client shall complete the Collaborative Event Summary form provided by Smart Galas, detailing all relevant event information to ensure proper coordination and delivery of services.

8. Smart Galas Onsite Team – Additional Provisions

   1. Meals

      1. Where Smart Galas Onsite Team is deployed, the Client shall be responsible for providing one adequate meal during the Event for each Smart Galas Onsite Team member.

   2. Overtime & Extended Hours

      1. The Client shall ensure that the Services are completed at the agreed time.

   3. If for any reason the Client requires Smart Galas Onsite Team members to continue the Services beyond the agreed time, the Client agrees to pay Smart Galas a further fee at the following rates:

      1. Circumstance Rate (per member)
      2. Working beyond 23:59 at the event HK$550
      3. Working in excess of standard hours* HK$550 per hour
      4. Standard hours are: 7 hours for a Technical Manager, 7 hours for an Event Manager, or 6.5 hours for Event Support Staff.
      5. The Client acknowledges that additional time is required at the end of the Onsite Event for the team to pack down.

9. Event Host, Emcee & Auctioneer

   1. The above (Article 8 of this Sub-Section) overtime conditions and rates shall not apply to the Event Host, Emcee, and/or Auctioneer provided by Smart Galas.

   2. If the Client requires the Event Host, Emcee, and/or Auctioneer beyond the agreed time:

      1. The Client agrees to pay Smart Galas a further fee at a rate detailed within the quote; and

      2. The Client acknowledges that the Event Host, Emcee, and/or Auctioneer may decline to continue working beyond the agreed time.

10. Equipment

    1. Return of Equipment

       1. The Client agrees that all rented equipment must be received back by Smart Galas on the day of the event's ending.

       2. Failing which, the Client agrees to pay a daily rental fee of the amount defined within the quote until the equipment is received.

    2. Loss or Damage to Tablets (iPads)

       1. In relation to loss of event tablets or any damage caused to a tablet during an Onsite Event, the Client's liability shall be limited to HK$3,000 per tablet (iPads) , payable on demand.

    3. Postponement

       1. The Client is able to postpone the Onsite Event (more than 28 days from event) to any other date within the term of its Platform Access, free of charge.

       2. Any postponement or change to event details must be communicated to Smart Galas in writing and may be subject to additional fees or adjustments to the contract terms.

11. Cancellation

    1. If the Client cancels an Onsite Event, the following terms apply:

       1. Cancellation Notice Period Refund Due to Client

       2. More than 28 days from event date 25% of total package price shall be refunded

       3. 14–28 days from event date 10% of total package price shall be refunded

       4. Within 14 days of event date No refund available

    2. In all cancellation scenarios:

       1. Amount refunded shall be less any actual expenses incurred by Smart Galas and confirmed with the Client; 

       2. and where there is more than one Onsite Event contracted, the refund percentage shall be divided by the number of Onsite Events.

12. Force Majeure

    1. Smart Galas shall not be liable for any damages, losses, or injuries arising from circumstances beyond its control, including but not limited to:

       1. Acts of nature;

       2. Venue restrictions; or

       3. Vendor failures.

1. This Sub-Section applies if the Client uses Smart Galas' Impact Consulting and/or Event Management Services. Any Onsite Event Package which includes 1 x hour Impact Consulting session is out of the scope of this Sub-Section and that service only includes 1 x hour online meeting to discuss campaign and event specific goals and provide guidance to the Client limited to the campaign and event specific goals. 

2. The Scope of Services includes, but is not limited to, the following:

   1. Impact Consulting:

      1. Guidance, strategic advice, and recommendations;
      2. Guidance on Corporate Social Responsibility (CSR) and Environmental, Social, and Governance (ESG) practices for corporates;
      3. Assistance in planning and managing campaigns, events, and initiatives;
      4. Assistance with expanding outreach;
      5. Utilization of Smart Galas' expertise to identify potential sponsors and patrons who align with the Client's mission and values.

   2. Event Consulting and Management:

      1. Planning and executing fundraisers, galas, donor meetings, and corporate events;
      2. Organizing formal and informal gatherings for networking and relationship-building with potential sponsors and patrons;
      3. Structuring future events to maximize impact and engagement.

   3. Event Consulting and Management:

      1. Planning and executing fundraisers, galas, donor meetings, and corporate events;
      2. Organizing formal and informal gatherings for networking and relationship-building with potential sponsors and patrons;
      3. Structuring future events to maximize impact and engagement.

3. Delivery of Services

   1. Impact Consulting and Event Management Services may be provided based on:

      1. Hourly sessions; or

      2. A retainer model.

   2. Consulting sessions may be conducted in person, via phone, or through video conferencing, as mutually agreed upon.

   3. The frequency and duration of sessions will be based on the Client's needs and the agreed scope of services.

   4. Tangible deliverables may include, but are not limited to:

      1. Comprehensive campaign strategies;

      2. Communication frameworks;

      3. Training materials;

      4. Event planning guides;

      5. Tailored proposals;

      6. Performance evaluations and actionable insights;

      7. Regular follow-up meetings and progress reviews to refine strategies and ensure successful implementation.

4. All deliverables must be agreed upon beforehand, and Smart Galas will provide a clear timeline for their completion.

5. Fee Structures

   1. Impact Consulting and Event Management Services may be provided under the following fee structures, as agreed upon by both parties:

      1. Services will be billed based on the time spent delivering consulting or event management services, at the agreed hourly rate.

         1. The total hours will be documented and invoiced periodically.

      2. Retainer Model: A pre-agreed retainer fee will be charged on a periodic basis (e.g., monthly, quarterly) to cover a specified scope of services within that period.

         1. A pre-agreed retainer fee will be charged on a periodic basis (e.g., monthly, quarterly) to cover a specified scope of services within that period.

         2. Services provided under the retainer will not be subject to hourly billing unless explicitly agreed otherwise for additional services beyond the scope of the retainer.

   2. The fee structure, rate, and payment terms will be outlined in the Quotation and must be agreed upon and signed by the Client prior to the commencement of services.

   3. Any changes to the fee structure or additional services requested by the Client must be mutually agreed upon in writing.

   4. Invoiced hourly rates and retainer fees are non-refundable, except in cases where services are not delivered due to the fault of the Smart Galas.

6. Client Responsibilities

   1. The Client shall provide the Platform & Service Provider with all necessary information, materials, and access to relevant stakeholders required for the successful delivery of services.

   2. This includes, but is not limited to:

      1. Financial data;

      2. Campaign goals;

      3. Organizational objectives;

      4. Timely access to internal teams; and

      5. Any other relevant documentation.

7. Session Cancellations

   1. If the Client cancels a consulting session, at least 24 hours' notice is required.

   2. Sessions canceled without sufficient notice may be subject to a cancellation fee.

   3. In the event the Client cancels the Impact Consulting and Event Management Services altogether, refunds will be provided for any consulting sessions that have not yet been conducted.

8. Termination by Notice

   1. Either party may terminate the Impact Consulting and Event Management Services by providing the other party with at least thirty (30) days' written notice.

   2. Termination of Impact Consulting and Event Management Services does not automatically terminate this Agreement as a whole. Please refer to the General Terms which stipulate the general terms and conditions regarding the termination of this Agreement.

   3. Upon termination, any services rendered up to the effective termination date will be billed on a pro-rata basis under the agreed fee structure.

   4. Retainer fees invoiced in accordance with this Agreement are non-refundable. 

9. Service Levels 

   1. Smart Galas guarantees high-quality service across all aspects of consulting and event management, with meticulous attention to detail and a commitment to exceeding Client expectations.

10. Deliverables

    1. All deliverables must be agreed upon beforehand, and Smart Galas will provide a clear timeline for their completion.

    2. Depending on the Client's needs and requests, deliverables may include, but are not limited to:

       1. Impact Consulting Deliverables:

       2. Comprehensive Campaign Strategy Document;

       3. Audience Segmentation Report;

       4. Tailored Communication Strategy and Content Calendar;

       5. Prospect Research & Profile Report;

       6. Training Materials and Best Practices Guide;

       7. Ongoing Consultation Sessions.

       8. Event Planning and Management Deliverables:

       9. Event Concept Proposals and Logistics Checklists;

       10. Networking Opportunities Reports;

       11. Customized Event Proposals;

       12. Post-Event Evaluations and Monthly Progress Reviews. 

11. Capacity Building

    1. Smart Galas supports organizations in building internal capacity for fundraising campaign and event initiatives by:

       1. Providing training and educational resources;

       2. Empowering teams with campaign and event management best practices;

       3. Offering continuous collaboration and knowledge-sharing opportunities.

1. DEFINITIONS 

   1. In these Terms, the following definitions apply.

   2. Term Definition 

      1. "Agreement" Collectively these Terms, the Quotation, and all other attachments and exhibits referenced hereto.
      2. "Aggregate Data" Data inputted into or collected by the Platform, on an aggregated and anonymous basis, used for commercial purposes including benchmarking, research, and analytical materials.
      3. "Client" The individual or entity contracting with Smart Galas for the provision of Services.
      4. "Client Data" Any materials, information, data, code, content, and other information that the Client, or its employees or agents, collect (or which Smart Galas collects on behalf of the Client from event attendees or others) or transmit to Smart Galas via the Platform, or via another medium for the purpose of display or transmission via the Services.
      5. "Confidential Information" Any information, regardless of form, proprietary to or maintained in confidence by either Party, including, without limitation, any Client Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by a Party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other Party or any of its employees or agents. The terms and conditions of this Agreement and any order for Smart Galas products or services will be deemed the Confidential Information of both Smart Galas and the Client.
      6. "Developed Materials" Modifications to Products or Smart Galas Content developed by Smart Galas as agreed in a Statement of Work.
      7. "Documentation" The user instructions, release notes and on-line help files regarding the use of the Platform in the form generally made available by Smart Galas, as updated from time to time.
      8. "Effective Date" The date the applicable Quotation is executed by both Parties.
      9. "Event" Any online or onsite event organised by the Client, details of which the Client confirms online and wherein Smart Galas provides its Services.
      10. "Platform" The Smart Galas software-as-a-service platform, including all associated tools, features, and functionalities.
      11. "Products" Collectively the Platform and other software programs (including any associated materials or intellectual property, as well as any updates, improvements, modifications, or changes, and Documentation), Smart Galas Content, Developed Materials and all toolkits and any other programs provided by Smart Galas hereunder, training materials, tutorials and related documentation provided by Smart Galas in connection with the performance of Services.
      12. "Professional Services" Data conversion, data mapping, implementation, site planning, configuration, integration and deployment of the Platform, training, project management and other consulting services.

      13. "Protected Information" 

          1. The racial or ethnic origin of the data subject; 
          2. his/her political opinions; 
          3. his/her religious beliefs or other beliefs of a similar nature;  
          4. whether he/she is a member of a trade union; 
          5. his/her physical or mental health or condition (except for food allergies or medical contact information); 
          6. his/her sexual life; 
          7. the commission or alleged commission by him/her of any offense;  
          8. any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings; 
          9. national, social security or taxpayer id number or other government issued id numbers, date of birth and/or gender (except if stored in encrypted fields provided by Smart Galas for storage of such data); 
          10. financial account information (other than payment card information entered securely using Smart Galas' online payments module); or
          11. other information that a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, title, company name, mailing address, email address, and phone number).

      14. "Quotation" A document, including the services included, executed by the Parties, which incorporates by reference these Terms, and describes order-specific information, such as description of Service ordered and fees.

      15. "Services" Collectively the Platform, the CMS, Professional Services, Support Services, and any other services provided by Smart Galas to the Client.

      16. "Statement of Work (SOW)" One or more work orders through accepted quotations, other work authorizations or statements of work that describe the Professional Services for the Client and mutually executed by the Parties.

      17. "Subscription Term" The period during which the Client is authorized to use the Platform pursuant to a Quotation.

      18. "Support Services" Technical support and workarounds provided by Smart Galas as part of the Platform.

      19. "Users" The number of people directed to the Platform by the Client.

      20. "Viruses" Any programs, subroutines, code, instructions, data or functions, the purpose of which is expressly intended to result in damaging, interrupting, interfering with or hindering the operation of any software or data on the Client's equipment configuration, or any other equipment or system with which the equipment configuration or the Platform is capable of communicating.

2. PURPOSE AND SCOPE

   1. Purpose: These Terms establish the general terms and conditions for Smart Galas' provision of the Services to the Client and its affiliates identified on the applicable Quotation. Additional terms for the subscription or use of a specific Service are set out in the relevant sections of this Agreement.

   2. Additional Services: During the Term, the Client may subscribe to or purchase additional Services or otherwise expand the scope of Services granted under a Quotation, upon mutual agreement and execution of a new Services order specifying the foregoing.

   3. Order of Precedence: The terms and conditions of these Terms control to the extent any terms and conditions of these Terms conflict with the terms and conditions of a Quotation or any other exhibit, except where the Quotation or exhibit specifically states the intent to supersede a specific portion of these Terms.

3. FEES, TAXES & PAYMENTS

   1. General: The Client shall pay the fees specified in the applicable Quotation within the payment terms set out therein. Except as otherwise expressly specified, all payment obligations start from the execution of the Quotation.

   2. Currency and Taxes: Fees are in the currency designated in the applicable Quotation (if not specified, then Hong Kong Dollars by default) and exclude all applicable taxes. The Client is responsible for payment of all applicable sales, use, value added or similar taxes (excluding those on Smart Galas' net income) imposed by any government entity relating to the provision of the Services.

   3. Disputed Fees: The Client may reasonably and in good faith dispute an invoiced amount within seven (7) days after the invoice date, provided that the Client shall promptly pay the undisputed portion of the invoice and may only withhold payment of the disputed portion until the dispute is resolved. The Parties shall negotiate in good faith to resolve any payment dispute within thirty (30) days.

   4. Failure to Pay: Failure to make timely payments is a material breach of this Agreement and Smart Galas may suspend its performance obligations in accordance with the relevant provisions of this Service Agreement. The Client shall reimburse Smart Galas for expenses incurred, including interest and reasonable legal fees, in collecting amounts due under this Agreement that are not under good faith dispute by the Client. Amounts paid or payable for the Platform are not contingent upon the performance of any Professional Services. The Client agrees that its subscriptions hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Smart Galas regarding future functionality or features.

   5. Fee Adjustment: The recurring fees are fixed for the initial Subscription Term of the applicable Quotation. Thereafter, Smart Galas may increase these fees for future periods, provided that no annual increase will exceed by more than ten percent (10%) of the last year of the initial Subscription Term. Notwithstanding anything contained herein to the contrary, Professional Services fees and any introductory or discounted offers from Smart Galas are not subject to this Section 3.e.

   6. Late Payments: The Client agrees to pay all fees invoiced by Smart Galas no later than the due date specified in the invoice. Late payments shall incur interest at a rate of 5% per month (or the rate specified in the applicable quotation), compounded monthly, from the due date until full payment is received.

4. SERVICES

   1. Platform

      1. Subscription Right: Subject to the provisions of this Agreement, Smart Galas hereby grants the Client for the Subscription Term, a non-transferable, non-exclusive and revocable subscription right, without the right to grant sub-licenses, to access and use the Platform solely for the internal business purposes of the Client and solely in relation to the functionality advertised for the Platform by Smart Galas from time to time. 

      2. The Client acknowledges that Smart Galas has no delivery obligation and will not ship copies of the Products to the Client as part of the Platform. The Client agrees that it does not acquire under the Agreement any license to use the Products in excess of the scope and/or duration of the Platform. Except for the foregoing subscription right, no other rights in the Service are granted hereunder, and the Service is and will remain the sole and exclusive property of Smart Galas and its licensors, if any, whether the Service is separate or integrated with any other products, services or deliverables.

   2. Usage Restrictions: The Client's right to use the Platform may be limited or terminated where Smart Galas reasonably determines that the Client's use of the Platform exceeds or breaches the scope of the license granted under Section 1-I (Platform Access). There will be no fee adjustments or refunds for any decrease in the Client's usage of or termination of the Client's access to the Platform under Article 4.b. of this Section.

   3. Changes and Environment: Access to the Platform is limited to the version in Smart Galas' production environment, accessed via the Internet by use of a Smart Galas-approved and Client-provided browser. Smart Galas regularly updates the Platform and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. The Platform will be hosted on a server that is maintained by Smart Galas or its designated third-party supplier or data centre. The Client is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Platform, including but not limited to Internet access and adequate bandwidth.

   4. User Accounts: Smart Galas shall assign the Client one or more user accounts and passwords that will enable the Client to access the Platform. The Client shall take reasonable precautions to protect against theft, loss or fraudulent use of these accounts and passwords. Each user account is unique to the assigned individual and may not be shared with others, including other personnel of the Client.

   5. Professional Services

      1. Scope: Smart Galas may perform the Professional Services described in the applicable Statement of Work (SOW). Either Party may propose a change order to add to, reduce or change the work ordered in the SOW. Each change order must specify the changes to the Professional Services or deliverables, and the effect on the time of performance and on the fees owed to Smart Galas. A change order is not binding until executed by both Parties.

      2. Developed Materials: If agreed in a SOW, Smart Galas may develop modifications to Products or Smart Galas Content ("Developed Materials"). Smart Galas hereby grants the Client, subject to timely payment of applicable fees and charges, and subject to the restrictions in this Agreement, a personal, nonexclusive, non-transferable license for the Subscription Term to use the Developed Materials solely in connection with its use of the Platform. Unless specified in a SOW, Smart Galas does not provide updates or reintegration work required to make Developed Materials compatible with future versions or releases of the Platform.

5. CLIENT'S USE

   1. Acceptable Use: Smart Galas does not monitor or police the content of communications or Client Data transmitted through the Platform, and Smart Galas is not responsible for the content of these communications or transmissions. The Client shall use the Platform exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and Smart Galas' Privacy Policy.

   2. Restrictions: The Client shall not:

      1. license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Article 12.e. of this Section), distribute, disclose, or otherwise commercially exploit or make available to any third party the Products or Services;

      2. copy, record, extract, scrape, modify or make derivative works based upon the Products or Services;

      3. "frame" or "mirror" the Products or Services on any other server or device;

      4. access the Products or Services for any benchmarking or competitive purposes or use the Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use;

      5. decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Products or Services;

      6. remove, obscure or modify a copyright or other proprietary rights notice in the Product or Services;

      7. use the Product or Service to send or store infringing, obscene, threatening, or otherwise unlawful material, including material that violates third party privacy rights;

      8. use the Product or Service to create, use, send, store, or run material containing Viruses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Products or Services;

      9. attempt to gain or permit unauthorized access to the Products or Services or related systems or networks, including but not limited to conducting any penetration testing, denial of service attacks, or similar efforts;

      10. use the Products or Services other than in compliance with all applicable laws and regulations;

      11. permit access to Products or Services to any competitors, and any such access by third parties is unauthorized; or

      12. permit or assist any other party (including any user) to do any of the foregoing.

   3. Breach by Authorized User

      1. Any failure by an authorized user to comply with this Agreement is deemed to be a breach by the Client, and Smart Galas shall not be liable for any damages incurred by the Client or any third party resulting from such breach. 

      2. The Client shall immediately take all necessary steps, including providing notice to Smart Galas, to effect the termination of an access account for any authorized user if there is any compromise in the security of that access account or if unauthorized use is suspected or has occurred.

   4. Server Location: The Client acknowledges that Smart Galas has servers located in the Hong Kong and the United Kingdom only and that the Platform is not intended to be used by the Client or third parties in any country which requires an individual's personal data to remain on servers located in that country.

   5. No Protected Information

      1. The Client acknowledges and agrees that use of the Services does not require the Client to provide any Protected Information to or through the Platform and Smart Galas shall have no liability to the Client or its representatives, users or any other party related to any Protected Information. 

      2. The Client shall not (and shall ensure that its representatives and users do not) upload, provide or submit any Protected Information to the Platform. Smart Galas may upon notice suspend all or portion of the Client's or its users' access to the Platform if Smart Galas has a good faith belief that the Client or its users has breached the restrictions in this Section.

   6. Third Party Content: Third party data, content, materials or software ("Third Party Content") published on the Smart Galas website or otherwise made available through the Platform may be subject to third party licenses, and these licenses may be altered or revoked at any time by the applicable third party licensor, and that, provided there is no material reduction of functionality in the Smart Galas System, removal or alteration of Third Party Content shall not constitute a material breach of this Agreement or any Quotation.

   7. No Spamming or Unsolicited Commercial Email

      1. The Client will not use the Services for illegal activities or junk mail, chain letters, pyramid schemes, phishing, "spam" or other unsolicited emails to any person who has not given specific permission to be included in such a process. 

      2. Without limiting the generality of the foregoing, the Client is required to comply with all applicable anti-spam laws.

6. SUPPORT

   1. Obligations: Support Services provided by Smart Galas as part of the Platform include technical support and workarounds so that the Platform: 

      1. operate in material conformance with the Documentation (where applicable to the Products), and 

      2. the provision of updates thereto, if and when available. For the avoidance of doubt, updates to the Platform may include subsequent releases to Products, excluding Developed Materials, and may include bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance. 

      3. Updates exclude new products, modules or functionality for which Smart Galas generally charges a separate fee.

      4. Human support service levels are subject to the limitations stipulated in Section 1-I (Platform Access) for each service tier. 

   2. Exceptions to Support: Smart Galas does not provide Support Services with respect to: 

      1. the Platform that have been altered or modified by anyone other than Smart Galas or its licensors; 

      2. the Platform used other than in accordance with the Documentation; 

      3. Professional Services; 

      4. Developed Materials; 

      5. errors or malfunction caused by the Client's failure to comply with the minimum system requirement documentation as provided by Smart Galas or by the Client's use of non-conforming data; or 

      6. errors and malfunction caused by any systems or programs not supplied by Smart Galas.

   3. Communications

      1. By executing the Agreement, the Client chooses to opt-in, on behalf of its signatory herein and each of its personnel who is assigned a user account for access to the Platform, to receiving email communications from Smart Galas regarding Smart Galas products and services, including but not limited to white papers, webcasts, videos, live events, and other marketing and information materials. 

      2. The Client understands that its signatory and personnel may subscribe or unsubscribe such consent at any time through the links provided therein.

7. SECURITY STANDARDS AND SAFEGUARDS

   1. Payment Cards: Smart Galas shall maintain safeguards against the destruction, loss or alteration of payment card information that is in the possession of Smart Galas and stored in a Smart Galas platform by implementing the applicable information security controls as set out in the then current version of the Payment Card Industry Data Security Standard ("PCI DSS"), or the immediately preceding version of PCI DSS to the extent still permitted by PCI authorities.

   2. Personal Data: Smart Galas shall maintain commercial safeguards against the unauthorized destruction, disclosure or alteration of Client personal data that is in the possession of Smart Galas. 

   3. Data Protection

      1. The Client and Smart Galas shall comply with all applicable privacy laws and regulations and shall provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations. 

      2. If the Platform involves the processing of personal data of data subjects (as defined by applicable data protection legislation) located within Hong Kong S.A.R., the United Kingdom, the European Economic Area, or Switzerland on behalf of the Client, such processing shall be in accordance with Smart Galas' Privacy Policy.

8. WARRANTIES AND DISCLAIMERS

   1. The Parties acknowledge and agree that the Services are provided "AS IS" without warranty of any kind, and Smart Galas does not make any representation, warranty regarding the Services, or guaranty, as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Services provided or offered hereunder. 

   2. Any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement or any warranties arising from usage of trade, course of dealing, course of performance, or statutorily, are hereby disclaimed to the maximum extent permitted by applicable law.

   3. Use of or connection to the internet provides the opportunity for unauthorized third parties to circumvent security precautions and illegally gain access to the Platform and Client Data. Accordingly, Smart Galas cannot and does not guarantee the privacy, security or authenticity of any information transmitted over or stored in any system connected to the internet. 

   4. In order to protect the Client's data, Smart Galas may suspend the Client's use of the Services immediately, without prior notice, pending an investigation, if any breach of security is suspected.

9. PROPRIETARY RIGHTS

   1. Smart Galas' Intellectual Property Rights

      1. As between Smart Galas and the Client, all rights, title, and interest in and to all intellectual property rights in the Products, Services, and Developed Materials (including all components, derivatives, modifications and enhancements) are and will be owned exclusively by Smart Galas notwithstanding any other provision in this Agreement or Quotation. 

      2. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Products, Services, or Developed Materials. 

      3. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, patents, and other proprietary right relating to the Products and Services and the related logos, product names, etc. are reserved and all rights not expressly granted are reserved by Smart Galas. 

      4. Smart Galas alone shall own all rights, title and interest in and to any suggestions, enhancement requests, feedback, recommendations or other information provided by the Client or any third party relating thereto. 

      5. The Client acknowledges and agrees any software and any Developed Materials Smart Galas creates pursuant to this Agreement are not and will not be considered as "works made for hire" under any applicable copyright law or any other similar law, tending to imply that the Client has or retains ownership or authorship rights therein or thereto, but are provided to the Client in accordance with and subject to the terms and conditions of this Agreement. 

      6. To the extent that any such rights vest initially with the Client by operation of law or for any other reason, the Client hereby perpetually and irrevocably assigns, transfers, and quitclaims all such rights to Smart Galas. Subject to Smart Galas' confidentiality obligations under the Agreement, nothing herein prevents or limits Smart Galas' right to undertake engagements for any other entity, transfer or license the deliverables to other parties, or to reuse them in whole or in part in other projects, including a competitor of the Client, whether or not similar to the Developed Materials.

   2. Client Data

      1. As between Smart Galas and the Client, the Client owns all rights, title and interest in and to all Client Data. The Client has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Client Data and warrants that it has and will have all rights and consents necessary to allow Smart Galas to use this data as contemplated by this Agreement. 

      2. The Client hereby grants to Smart Galas during the Subscription Term a royalty-free, fully-paid, non-exclusive, non-transferable (except as set forth in Article12.e. of this Section), sub-licensable, worldwide right to use and process Client Data solely for the purpose of providing to the Client the Products and Services and any other activities expressly agreed to by the Client.

      3. Aggregate Data: Subject to the terms of this Section, the Client acknowledges and agrees that Smart Galas may use all data inputted into or collected by the Platform, including but not limited to data related to Service utilization and Client Data, on an aggregated and anonymous basis ("Aggregate Data") in compliance with applicable laws and Smart Galas' Privacy Policy to provide the Platform and for any commercial purposes, including distribution to other Smart Galas customers and for the preparation and distribution of benchmarking, research, and analytical materials. Aggregate Data must not identify the Client as the source of any specific data or finding, nor will it include any personally identifiable information of any individual users. Smart Galas shall maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of this Agreement. Smart Galas will be the sole and exclusive owner of all right, title and interest to such Aggregate Data.

      4. Copyright & Data: The Client acknowledges that Smart Galas is the owner or the licensee of all intellectual property rights in the Services and its websites. The Client agrees that the Services provided by Smart Galas are based upon proprietary and confidential information, materials and methodologies and that the Client acquires no right, title or interest in them and to the extent that the Client has access to them, the Client shall treat them in the same manner as the Client would treat its own proprietary and confidential subject matter but in no event less than a reasonable standard of care.

10. CONFIDENTIALITY

    1. Obligations

       1. The receiving Party shall not disclose or use any Confidential Information of the disclosing Party for any purpose outside the scope of this Agreement, except with the disclosing Party's prior written permission. 

       2. Each Party shall protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). 

       3. If the receiving Party is compelled by law to disclose Confidential Information of the disclosing Party, it shall provide the disclosing Party with prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing Party's cost, if the disclosing Party wishes to contest the disclosure, and the receiving Party shall continue to treat this information as Confidential Information for all other purposes.

    2. Remedies

       1. The disclosing Party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin any actual or threatened breach of this Article 10.

    3. Exceptions: The receiving Party will not be obligated under this Article 10. for any information that: 

       1. is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; 

       2. was known to the receiving Party prior to its disclosure by the disclosing Party; 

       3. was independently developed by the receiving Party without use of or reference to any Confidential Information or breach of any obligation owed to the disclosing Party; or 

       4. is received from a third party without restriction and without breach of any obligation owed to the disclosing Party.

    4. Prior Non-Disclosure Agreement: Any existing non-disclosure agreement entered into by the Parties is hereby superseded and replaced by the terms in this Article 10, which will govern all disclosures and exchanges of Confidential Information made by the Parties previously under that agreement.

11. INDEMNIFICATION

    1. Smart Galas shall indemnify the Client against loss, damage, costs and negligence or default of Smart Galas, its employees or subcontractors arising out of or in connection with the performance of the Services to the extent that they relate to:

       1. Breach of a third party's intellectual property rights as a consequence of the Client using the Platform;

       2. Breach by Smart Galas of applicable data protection legislation;

       3. Issues faced by the Client by the introduction of any Virus, worms, malware or malicious software by Smart Galas (save to the extent caused by any act, omission or direct instruction of the Client).

    2. The Client shall indemnify Smart Galas and defend Smart Galas against any claim against Smart Galas to the extent the claim results from: 

       1. Client Data; 

       2. the Client's breach of Article 5 of this Section; or 

       3. the Client's breach of the data protection legislation.

    3. Each Party's liability under this Article 11 shall be no greater than:

       1. HK$100,000 (or equivalent currency); or

       2. the liability cap set out in Article 12.2 of this Section;

       3. and shall not apply to the extent that the loss is caused by the act or omission of the other party.

    4. As Event organiser, promoter of the Event, operator of the Event, fundraiser and data controller, the Client shall be solely liable for any breach of any laws or otherwise that result in any action against the Client, Smart Galas or both parties in relation to the Event except where the loss is a direct result of Smart Galas' negligence. The Client is solely responsible for the Event and for its terms and conditions. Smart Galas is not a party to any contract for sale and purchase made using its Services.

    5. The Client represents that it is in compliance with all laws, regulations and rules required to conduct the Event and shall indemnify and hold harmless Smart Galas from any actions, proceedings, claims, costs expenses, penalties, deficiencies and liabilities (including legal fees) or any other loss of any nature whatsoever arising out of or relating to the Client's non-compliance with any applicable laws, regulations or rules. Without limiting the generality of the foregoing, the Client shall be solely responsible and Smart Galas shall not be responsible for compliance with any laws, regulations and rules pertaining to auctions, raffles, lucky draws, or prize draws and the Client shall be solely responsible and Smart Galas shall not be responsible for compliance with any laws, regulations and rules pertaining to charitable/not for profit activities including fundraising.

    6. Procedures: The Indemnified Party must: 

       1. notify the Indemnifying Party promptly in writing of the claim, specifying the nature of the claim and such relief as is sought therein; 

       2. tender to the Indemnifying Party sole control of the defence or settlement of the claim at the Indemnifying Party's expense, provided, however, the Indemnifying Party may not settle a claim in a manner that would have an adverse impact on the business of the Indemnified Party without receiving the prior written consent of the Indemnified Party; and 

       3. cooperate and, at the Indemnifying Party's expense, assist in the defence of the claim. The Indemnified Party will have the right to participate at its own expense in any claim or related settlement negotiations using counsel of its own choice.

12. LIMITATION OF LIABILITY

    1. Neither Smart Galas nor the Client excludes or restricts liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or to any extent not permitted by law.

    2. To the extent permitted by law, neither Party's total and aggregated liability arising out of or related to this Agreement or the Services provided hereunder, whether based on contract, tort (including negligence) or any other legal or equitable theory, will exceed three times (3x) the amounts actually paid by the Client under the applicable Quotation in the twelve (12) month period immediately preceding the first event giving rise to liability. The existence of more than one claim shall not enlarge this limit. The limitations in this section do not apply to: 

       1. a Party's fraud or wilful misconduct;

       2. death or personal injury caused by the negligence of Smart Galas, its officers, employees, contractors or agents; 

       3. fraud or fraudulent misrepresentation; 

       4. the Client's obligation to pay fees owed under this Agreement; or (e) the Client's indemnification obligations as set forth under Article 11 of this Section. These limitations of liability are independent of any exclusive remedies and will survive and apply notwithstanding the failure of essential purpose of any specified remedies.

    3. In no event shall either Party be liable under this Agreement for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage), regardless of the cause with the exception of Article 11.a. of this Section, arising out of or in connection with the Agreement or the Services provided hereunder, even if advised of the possibility of these damages.

    4. To the extent that either Party may exclude or limit liability, each Party's entire aggregate liability in respect of any loss or damage suffered by them and arising out of or in connection with the Services shall not exceed the amount the Client has actually paid for the Services except for either Party's liability in relation to death or injury of a third party which shall be unlimited.

    5. Smart Galas shall not be liable for any acts or omission of the Client or any third party not acting under the control or direction of Smart Galas.

    6. Neither Party shall be liable for any claim asserted later than three months after the date the claim accrued.

    7. The fees charged under this Agreement reflect the overall allocation of risk between the Parties, including by means of the limitation of liability and exclusive remedies described in this Agreement. These provisions form an essential basis of the bargain between the Parties and a modification of these provisions would affect substantially the fees charged by Smart Galas. In consideration of these fees, the Client agrees to this allocation of risk and hereby waives any right, through equitable relief or otherwise, to subsequently seek a modification of these provisions or allocation of risk.

13. TERM AND TERMINATION

    1. Term: Unless this Agreement is earlier terminated in accordance with Article 13.3 of this Section, this Agreement commences on the Effective Date and continues until the later to occur of: 

       1. the first anniversary of the Effective Date, or 

       2. the expiration of the Subscription Term of the last outstanding Quotation ("Term"). If the Subscription Term of a Quotation is for multiple years, the specified annual fees are due in advance in each year of the Term, or as otherwise specified on the Quotation.

    2. Renewal

       1. Each Quotation will renew at the end of its Subscription Term as specified thereon unless the Client provides timely notice of nonrenewal as specified in the applicable Quotation. 

       2. If the Quotation specifies a certain number of events, registrants, rooms, emails or other billable instances annually, then this limitation pertains to each term year of the Subscription Term.

       3. For the avoidance of doubt, the Annual License (as stipulated in Section 1-I-D) does not renew automatically at the end of each term. For Annual License to renew: 

          1. A renewal quotation will be sent 6 weeks prior to the Annual License expiry.

          2. The Client may renew the contract by accepting the renewal quotation. 

          3. Renewal terms will be specified in the renewal quotation.

    3. Termination: Either Party may terminate this Agreement immediately upon written notice at any time if: 

       1. the other Party commits a non-remediable material breach of this Agreement, including any breach by the Client of the license granted in Article 4 of this Section, or if the other Party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching Party within 30 days of being notified in writing of the breach; 

       2. the other Party ceases business operations; or 

       3. the other Party becomes insolvent, generally stops paying its debts as they become due or becomes the subject of an insolvency or bankruptcy proceeding.

    4. Termination of this Agreement by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief, nor will termination release the Client from its obligation to pay all fees that the Client has agreed to pay under this Agreement.

    5. If Smart Galas terminates this Agreement for the Client's non-payment, the Client agrees to pay to Smart Galas the remaining value of the then-current initial or renewal term (that the Client acknowledges as liquidated damages reflecting a reasonable measure of actual damages and not a penalty) equal to the aggregate yearly (or monthly as the case may be) recurring fees (as set forth in the Quotation) that will become due during the cancelled portion of such Term.

    6. Where a Party has rights to terminate, the non-breaching Party may at its discretion either terminate the entire Agreement or the applicable Quotation or SOW. Quotations and SOWs that are not terminated shall continue in full force and effect under the terms of this Agreement.

    7. SuspensionL: Smart Galas may immediately restrict or suspend access to the Services if Smart Galas becomes aware of, or reasonably suspects, any breach of this Agreement by the Client or its authorized users. Smart Galas may remove any violating Client Data posted or transmitted through the Platform. Smart Galas will act in good faith and use reasonable efforts to notify the Client via phone or email before initiating suspending or restricting any Service. The Client is still responsible for full payment of the Quotation(s) even if access to the Services is suspended or terminated for any breach of this Agreement.

    8. Return of Data: Upon the Client's written request made within 30 days after the effective date of expiration or termination of this Agreement, Smart Galas shall, provided the Client is not in breach of any of its obligations under the Agreement and upon the Client's payment of the applicable fees, make available to the Client for download a file of Client Data in its then current format. After this 30-day period, Smart Galas has no obligation to maintain or provide any Client Data and shall, unless legally prohibited, delete all Client Data maintained in its production systems, provided Smart Galas may retain archival copies of Client Data on backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Quotation.

14. MISCELLANEOUS

    1. Force Majeure: A Party will be excused from performance under this Agreement for any period of time that the Party is prevented from performing its obligations hereunder as a result of an act of God, criminal acts, distributed denial of service attacks, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, pandemics, riots, war, utility or communication failures, or other cause beyond the Party's reasonable control. Both Parties shall use reasonable efforts to mitigate the effect of a force majeure event.

    2. Waiver: The delay or failure of a Party at any time to enforce a right or remedy available to it under this Agreement with respect to any breach or failure will not be construed as a waiver with respect to that breach or failure or any other breach or failure.

    3. Headings: The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof.

    4. Severability: If any provision of this Agreement is held invalid or unenforceable by a court, this Agreement will be construed as if not containing the invalid or unenforceable provision, and the rights and obligations of the Client and Smart Galas shall be construed and enforced accordingly.

    5. Assignment: Except for assignment to a Party's affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such Party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other Party, neither Party may assign or otherwise transfer any right or obligation set forth under this Agreement without the other Party's prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Smart Galas may subcontract the provision of Service in whole or in part to a Smart Galas affiliate. Any purported assignment or transfer in violation of this Article 14.e. is void.

    6. Relationship of the Parties: Each Party is an independent contractor in the performance of this Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection with this Agreement. 

    7. The relationship between the Parties is non-exclusive.

    8. Governing Law: This Agreement is governed by the laws of Hong Kong without giving effect to its conflict of law provisions. Any dispute must be litigated in the courts of Hong Kong to whose exclusive jurisdiction the Parties hereby consent. The Parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. Each Party waives its right to a trial by jury for all matters or disputes arising from this Agreement.

    9. Entire Agreement; Counterparts: This Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements on the same subject matter and shall govern all disclosures and exchanges of Confidential Information made by the Parties previously hereto. This Agreement may not be modified except by a writing signed by Smart Galas and the Client. All pre-printed or standard terms of any Client purchase order or other business processing document are hereby rejected and will have no force or effect. The language of this Agreement is English, and only the English-language version may be used to represent this Agreement's terms. This Agreement and any SOW may be signed in any number of counterparts all of which together will constitute one and the same document. A signed copy of this Agreement or any SOW transmitted via facsimile, email or other electronic means will constitute an originally signed Agreement or SOW, as applicable, and, when together with all other required signed copies of this same Agreement or SOW, as applicable, will constitute one and the same instrument.

    10. Use of Agents: Smart Galas may designate an agent or subcontractor to perform certain tasks and functions under this Agreement. However, Smart Galas will remain responsible for performance of its duties under this Agreement.

    11. Notice: Each Party must notify the other by email. Smart Galas' email for notice is: info@smartgalas.com. Notice is deemed to be received at the time of transmission or, if this falls outside of normal business hours of the place of receipt, when business hours resume.Continuing Rights and Obligations

    12. Continuing Rights and Obligations: The rights and obligations under Article 9, 10, 11, 12 of this Section and this this Article 14.m. survive termination of these Terms. Termination will not extinguish or otherwise affect any rights of one Party against the other Party which accrued prior to termination. The rights and remedies of either Party, including all confidentiality, proprietary and intellectual property rights under these Terms are in addition to and not in lieu of rights at law and equity.

    13. Third Parties: These Terms do not, and the Parties do not intend that it shall, create any right enforceable by any person not a party to it except that a person who is the permitted successor to or assignee of the rights of a Party hereto is deemed to be a party to it.