TimePlate — SlashHub Limited
Last updated: 2026-10-12 · Version 1.0.0
Parties. SlashHub Limited (a Hong Kong private company limited by shares, registered office at Flat F, 7/F, CTR 600, 82 King Lam Street, Cheung Sha Wan, Hong Kong) ("SlashHub", "we", "us") and the customer identified in the Order Form (the "Customer", "you"). Governing law. The laws of the Hong Kong Special Administrative Region ("Hong Kong"). Disputes: HKIAC-administered arbitration, seat Hong Kong, one arbitrator, English (clause 22). Language. Drafted in English. The English version governs unless a signed Order Form expressly states otherwise.
This Master Services Agreement (the "Agreement") is entered into between SlashHub Limited and the Customer as of the Effective Date stated in the Order Form. It governs the Customer's subscription to and use of the TimePlate workforce-management services and any related services ordered under an Order Form (together, the "Services").
This Agreement is the framework for all Services the Customer orders from SlashHub. Each Order Form is incorporated into, and forms part of, this Agreement. In the event of conflict, the following order of precedence applies (highest first):
Marketing pages, sales decks, quotations, forecasts and other materials form no part of this Agreement and create no warranty or representation.
3.1 SlashHub shall provide the Services substantially in accordance with the Documentation and this Agreement, using reasonable skill and care, for the term and User Seats stated in the Order Form.
3.2 SlashHub may make changes to the Services, the Documentation and the underlying infrastructure from time to time, provided that SlashHub does not materially reduce the core functionality of the Services during a paid term. We may use third-party hosting, storage, identity, payment, messaging, analytics and AI-model providers, and may add, replace or remove them without amending this Agreement.
3.3 Beta Features. Features labelled "beta", "preview", "alpha" or "experimental" are provided "as is" for evaluation, may change or be withdrawn at any time, and are excluded from any service-level commitment.
3.4 Service availability is governed by the SLA. Support is provided as described in clause 9.
4.1 The Customer shall: (a) provide accurate configuration and input data; (b) keep its Authorised Users' credentials and API keys confidential; (c) use the Services in compliance with this Agreement, the AUP and all applicable law; and (d) be responsible for all activity under its account.
4.2 Employment and statutory obligations. TimePlate is a computation and record-keeping tool only. It does not move money, pay wages, remit MPF, or file returns, and SlashHub is not a payroll bureau, employment agency, tax adviser or labour consultant. The Customer, as employer, remains solely responsible for all statutory and contractual obligations towards its employees, including under the Employment Ordinance (Cap. 57), the Mandatory Provident Fund Schemes Ordinance (Cap. 485), the Inland Revenue Ordinance (Cap. 112) and all applicable employment, tax, social-security and anti-discrimination law. All Output is an estimate provided as a tool for the Customer's own review and must be independently verified before the Customer relies on it, publishes it to employees, or files it with any authority.
4.3 Continuous-contract and benefits monitors. Where the Services compute or flag matters such as continuous-contract status (the "4-6-8" test under Cap. 57 as amended), MPF contributions, statutory holiday pay, annual leave, severance or long-service payment, the Customer is responsible for verifying that the configured rules match its own obligations and current law. SlashHub is not liable for any under- or over-payment, penalty, surcharge, assessment or employee claim arising from the Customer's configuration, input data, failure to verify an Output, or a change in law.
4.4 No automated employment decisions. The Customer shall not use the Services to make employment or other decisions about an individual (for example termination, discipline, demotion or pay determination) without meaningful human review by an authorised decision-maker.
4.5 Data protection. The Customer is the data user (and, where the EU/UK GDPR applies, the controller) of the Personal Data of its employees and other individuals. SlashHub processes that data only as the Customer's processor, on its documented instructions, and never for SlashHub's own purposes. The Customer is responsible for all notices (including Personal Information Collection Statements), consents and authorisations, and for the accuracy and lawfulness of Customer Data. The DPA governs this processing.
4.6 Optional features. Location (GPS) and biometric (face/fingerprint) features are optional and off unless the Customer enables them. Before enabling any such feature, the Customer must give the affected data subject the required notice and obtain explicit consent, provide a reasonable non-biometric alternative, and retain evidence of consent.
4.7 Corporate status; guarantor. The Customer represents that it is a body corporate or other legal entity. If the Customer is a sole proprietor, partnership or other unincorporated entity, the individual signing the Order Form (or a director/owner acceptable to SlashHub) shall personally guarantee the Customer's payment and performance obligations on the terms of the Order Form guarantee block, failing which SlashHub may decline or terminate the subscription.
4.8 Authorised Users and minors. The Customer must ensure that each administrator or manager with an account, and each person accepting this Agreement on the Customer's behalf, is 18 or over. Authorised Users who are staff may be aged 15 or over and may use the Services only through the Customer's account and under the Customer's supervision. The Customer is responsible for: (a) obtaining any parental or guardian consent required; (b) complying with the Employment of Children Regulations and the Employment Ordinance (Cap. 57) protections for children and young persons (including working-hours and prohibited-work restrictions); and (c) any consent relating to a minor's Personal Data, including biometric or location data (see the DPA). SlashHub does not knowingly permit anyone under 15 to hold an account. This clause is to be read with the eligibility clause of the Terms of Service (which currently states an 18+ requirement for all users and is inconsistent with this clause — see the audit item B16 in this pack's README).
5.1 The Customer shall pay the fees stated in the Order Form in Hong Kong Dollars, in advance, in the manner and on the schedule stated there. Fees are non-refundable except where this Agreement, the SLA or applicable law provides otherwise.
5.2 Unless the Order Form states otherwise, subscriptions renew automatically for successive terms of the same length, and the Customer authorises SlashHub to charge the payment method on file at each renewal. SlashHub may use a third-party payment processor; SlashHub does not store full card details.
5.3 Overage and extra capacity. Where usage exceeds the limits of the ordered plan, SlashHub may charge overage or require the Customer to purchase extra capacity at the rates stated in the Order Form or our then-current pricing. The Free tier is a hard cap (no overage billing).
5.4 Late payment. SlashHub may suspend paid features if undisputed fees remain unpaid after a short grace period. An unpaid or lapsed subscription reverts to the Free tier at the end of the grace period, which may occur even if a renewal or warning notice did not reach the Customer.
5.5 Taxes. Fees are exclusive of Taxes. The Customer is responsible for all Taxes associated with its purchase, except taxes on SlashHub's net income. The Customer shall pay the gross amount without set-off or withholding, and indemnify SlashHub for any Taxes it is required to pay or collect.
5.6 Fee changes. SlashHub may change fees on at least 30 days' written notice. If the Customer does not agree, it may terminate the affected subscription before the change takes effect.
5.7 Late payment interest. Any amount not paid when due bears interest from the due date until payment at the rate of 1.5% per month or, if higher, the Hong Kong Prime Rate + 8% per annum, compounded monthly, in each case subject to any statutory maximum. Interest accrues daily and is payable on demand.
5.8 Recovery of costs. If SlashHub takes steps to collect overdue amounts, the Customer shall reimburse SlashHub on a full-indemnity basis for all reasonable costs of recovery, including legal fees, court/arbitration fees, tracing and agency fees, whether or not proceedings are commenced.
5.9 Set-off. SlashHub may set off any amount owed to it by the Customer (or by any Affiliate of the Customer, or any Partner account linked to the Customer) against any amount SlashHub owes to the Customer under this Agreement or any other SlashHub product or agreement.
5.10 Cross-default. A default by the Customer under any other SlashHub subscription or agreement (including non-payment) is a default under this Agreement, entitling SlashHub to the remedies in clause 6.3.
6.1 This Agreement runs from the Effective Date and continues while any Order Form is in effect. Each subscription runs for the term stated in its Order Form and renews as described in clause 5.2.
6.2 Either party may terminate a subscription for the other's material breach that remains uncured 30 days after written notice. The Customer may terminate on the fee-change notice in clause 5.6.
6.3 SlashHub may suspend or terminate the Services (in whole or part), with or without notice, if: (a) the Customer breaches this Agreement, the AUP or the DPA; (b) use poses a security risk or legal liability; (c) required by law or a court/regulator; (d) fees are unpaid; or (e) SlashHub discontinues the Services. Where practicable, SlashHub will give advance notice and an opportunity to cure.
6.4 On termination: access ceases; accrued fees become due; and the Customer should export the data it needs. The DPA governs return and deletion of Personal Data. Clauses that by their nature should survive (including clauses 1, 4.2–4.6, 5, 7, 10–14, 16–23) survive.
7.1 SlashHub IP. The Services, including all software, source code, AI models, algorithms, datasets, databases, designs, trademarks, Documentation and trade secrets, are owned by SlashHub or its licensors. SlashHub grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Services during the term, for the Customer's internal business purposes, within the ordered User Seats and limits.
7.2 Customer Data. The Customer retains all rights in Customer Data. The Customer grants SlashHub a worldwide, non-exclusive, royalty-free licence to host, process, copy and transmit Customer Data solely to provide and secure the Services and as permitted by the DPA. SlashHub does not use Customer Data for its own purposes or to train its own models.
7.3 Output. SlashHub does not claim ownership of Output. Subject to payment and compliance, SlashHub grants the Customer a licence to use Output for its internal business purposes. AI-related Output is additionally governed by the AI Addendum.
7.4 Feedback. If the Customer provides feedback, SlashHub may use it without restriction or obligation.
7.5 Restrictions. The Customer shall not (and shall not permit any Authorised User to): (a) resell, sublicense or commercially exploit the Services; (b) reverse-engineer, decompile or extract source code, model weights or training data except as expressly permitted by law; (c) use the Services to build a competing product or to train a competing AI model; or (d) benchmark the Services without SlashHub's prior written consent.
7.6 Non-solicitation. During the term and for 12 months after it ends, neither party shall knowingly solicit for employment the other's personnel who were directly involved in the Services, except through a general public advertisement not targeted at them. The Customer shall not use SlashHub's confidential information, Documentation or know-how to build, or to assist in building, a competing product.
8.1 SlashHub shall provide the Services with the availability target and service-credit remedies set out in the SLA. Service credits are the Customer's sole financial remedy for a failure to meet the availability target.
8.2 SlashHub shall provide support in accordance with the support tier stated in the Order Form (or, if none is stated, the standard support tier described in the SLA), and shall use reasonable efforts to respond within the stated response targets.
The Services may interoperate with, or rely on, third-party services (for example cloud hosting, storage, identity, payment, messaging, maps, productivity and AI-model providers). Third-party services are governed by their own terms and privacy policies. SlashHub is not a party to, and is not responsible for, any third-party service, its availability, accuracy, security or acts, or for any loss arising from it, except to the extent the SLA expressly provides (the SLA does not cover third-party outages).
10.1 Each party shall keep the other's confidential information confidential, use it only to perform this Agreement, and protect it with at least reasonable care. Confidential information includes Customer Data, source code, business plans, pricing, security documentation and non-public Output.
10.2 Confidentiality does not apply to information that is or becomes public through no breach, was already known without duty of confidence, is independently developed, or is lawfully received from a third party without restriction. A party may disclose confidential information where required by law or a regulator, provided it gives prompt notice where lawful and reasonably assists any protective order.
10.3 These obligations survive termination for 5 years, and indefinitely for trade secrets and personal data.
11.1 Each party warrants it has the authority to enter into this Agreement and that doing so does not breach any other agreement.
11.2 SlashHub warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the Documentation. The Customer's sole remedy for breach of this warranty is re-performance or, if SlashHub cannot re-perform within a reasonable time, termination of the affected subscription; any refund for the unused period is given as an account credit only (no cash refund). The parties agree this remedy is reasonable and is the exclusive remedy for a breach of this warranty.
11.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND SLASHHUB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS AND FREEDOM FROM MALWARE. SlashHub does not warrant that the Services will be uninterrupted or error-free, or that any Output (including payroll, MPF, tax, leave or statutory-holiday figures) is accurate or fit for any purpose.
11.4 SlashHub is not a substitute for professional advice. The Customer should obtain its own accounting, tax, legal and HR advice.
12.1 Excluded losses. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, business, goodwill, anticipated savings or data (except as expressly provided in the DPA), or for any claim arising from an Output used without verification, however caused and whether in contract, tort (including negligence) or otherwise, even if advised of the possibility.
12.2 Cap (SlashHub only). SlashHub's total aggregate liability arising out of or relating to this Agreement is limited to the greater of (a) the total fees actually paid by the Customer to SlashHub in the 12 months preceding the event giving rise to the claim, or (b) HK$1,000. The Customer's liability is not capped by this clause. The following Customer obligations are unlimited: payment of fees, Taxes and interest; the Customer's indemnities under clause 13.2; the Customer's breach of clause 7 (Intellectual property) or clause 10 (Confidentiality); the Customer's breach of the AUP; and the Customer's misuse of the Services.
12.3 Nothing limits liability that cannot lawfully be excluded or restricted, including: (a) death or personal injury resulting from negligence, including under the Control of Exemption Clauses Ordinance (Cap. 71) s.7(1); (b) fraud or fraudulent misrepresentation; and (c) where this Agreement is on a party's written standard terms of business, liability for breach to the extent that excluding or restricting it fails the requirement of reasonableness under Cap. 71 ss.7(2), 9 and 11. The cap in clause 12.2 applies only to the extent it is reasonable and permitted by law.
12.4 Reasonableness. The parties agree that the fees reflect the allocation of risk in this Agreement, having regard to: (a) the fees actually charged; (b) the insurance SlashHub maintains under clause 14; (c) the SLA service-credit remedy; and (d) the Customer's ability to verify every Output before relying on it. The Customer acknowledges that the cap and exclusions are reasonable in a commercial software subscription.
13.1 By SlashHub (IP). SlashHub shall defend the Customer against a third-party claim that the Services, as provided by SlashHub and used as permitted, directly infringe a Hong Kong copyright, patent, registered design or trademark, and shall pay damages finally awarded against the Customer or settlement amounts SlashHub approves in writing. This indemnity is subject to the cap in clause 12.2. It does not apply to claims arising from: (a) Customer Data or the Customer's configuration; (b) AI-generated Output; (c) use of the Services with third-party products, data or services; (d) unauthorised modifications; (e) use after SlashHub offered a non-infringing version; or (f) rights other than Hong Kong rights. Sole remedy: for an indemnified claim, SlashHub may, at its option and cost, procure the right for the Customer to continue using the Services, or modify or replace the affected part so it is non-infringing; if SlashHub cannot do so on commercially reasonable terms, the affected subscription may be terminated and SlashHub shall give a pro-rata account credit for the unused period. This is the Customer's sole remedy for an IP claim.
13.2 By the Customer. The Customer shall defend and indemnify SlashHub against claims arising from: (a) Customer Data; (b) the Customer's failure to give required notices or obtain required consents (including for location or biometric data); (c) the Customer's breach of this Agreement, the AUP or the DPA; (d) the Customer's breach of any employment, tax or social-security law; (e) any decision the Customer makes in reliance on an Output; and (f) any claim by an employee, works council, union or regulator relating to pay, MPF, statutory holiday, leave, overtime, termination or any other employment entitlement computed or recorded through the Services — which is the Customer's sole responsibility as employer. No joinder: the Customer shall not join SlashHub as a party to, or otherwise bring SlashHub into, any employee or employment-related dispute, without SlashHub's written consent and without first using reasonable efforts to have the matter determined between the Customer and its employee.
13.3 Each party shall cooperate in the defence and shall not settle a claim in a way that imposes obligations on the other without consent.
SlashHub shall maintain commercially reasonable insurance (including public/professional liability) appropriate to the Services and shall provide evidence on reasonable request. The Customer is responsible for its own insurance, including for any employment-related claims. The insurance maintained by SlashHub is one factor in the reasonableness of the liability cap in clause 12 (see clause 12.4).
Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, embargoes, strikes, internet or telecommunications outages, power failures, cyber-attacks and failures of third-party providers. If a force-majeure event continues for more than 60 days, either party may terminate the affected subscription by written notice without liability for accrued payment obligations.
SlashHub shall maintain records sufficient to demonstrate compliance with its obligations. Where the Customer is entitled to audit under the DPA or the Security & Compliance Schedule, the conditions in those documents apply (notice, confidentiality, non-disruption, no-competitor auditor, cost-bearing).
Neither party shall use, export or transfer the Services in breach of applicable export-control or sanctions law, including the Import and Export Ordinance (Cap. 60), the United Nations Sanctions Ordinance (Cap. 575) and the Weapons of Mass Destruction (Control of Provision of Services) Ordinance (Cap. 526). The Customer represents it is not located in a comprehensively sanctioned country and is not on any applicable restricted-party list.
SlashHub may identify the Customer as a customer and use the Customer's name and logo in customer lists and case studies, in each case only with the Customer's prior written consent, which it may withhold at its discretion. The Customer shall not issue a press release naming SlashHub without SlashHub's consent.
SlashHub may update this Agreement for self-serve subscriptions as described in the Terms of Service (30 days' notice for material changes). For a signed enterprise Order Form, SlashHub may update this Agreement or a Schedule on written notice only where the change is required by law, is a security improvement, or does not materially reduce the value of the Services; otherwise, changes apply at the next renewal.
Neither party may assign this Agreement without the other's written consent, except to an Affiliate or in connection with a merger, acquisition or sale of substantially all assets, on notice. SlashHub may subcontract the Services and engages sub-processors as described in the DPA; SlashHub remains responsible for its subcontractors' performance of their data-protection obligations.
Notices must be in writing and sent to the addresses/emails in the Order Form (or, for SlashHub,
legal@slashhub.hk, with a copy of any termination notice to support@slashhub.hk). Notices are
deemed received on delivery (email) or 3 business days after posting (registered post). Operational
and renewal notices may be sent by email to the Customer's account contacts.
22.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Hong Kong Special Administrative Region. The UN Convention on Contracts for the International Sale of Goods does not apply.
22.2 Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat is Hong Kong; the number of arbitrators is one; the language is English. The award is final and binding.
22.3 Either party may seek interim or injunctive relief (including to protect IP or confidential information) from a court of competent jurisdiction.
22.4 Nothing in this clause requires a party to arbitrate a debt claim it may pursue by a small-claims or summary procedure where that is permitted.
22.5 Escalation first. Before commencing arbitration, the parties shall attempt in good faith to resolve the dispute by negotiation between senior representatives for 30 days, and either party may propose mediation. Clause 22.4 (undisputed debts by summary procedure) is unaffected.
22.6 Time-bar. Except for claims that cannot lawfully be time-barred (including fraud, and death or personal injury caused by negligence) or for the recovery of fees, neither party may bring a claim arising out of or in connection with this Agreement more than 12 months after the party became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. This shortens the limitation period otherwise applicable under the Limitation Ordinance (Cap. 347).
23.1 Entire agreement. This Agreement, the Order Forms and the Schedules are the entire agreement and supersede all prior discussions. Neither party has relied on any statement not set out in them.
23.2 Severability & non-waiver. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. A failure to enforce is not a waiver; a waiver must be in writing and signed.
23.3 No third-party rights. No third party may enforce this Agreement, and the Contracts (Rights of Third Parties) Ordinance (Cap. 623) is excluded to the fullest extent permitted by law.
23.4 Relationship. Nothing creates an agency, partnership, joint venture, employment or fiduciary relationship.
23.5 Legal advice. Each party has had the opportunity to obtain independent legal advice.
23.6 Counterparts & electronic signature. This Agreement may be signed in counterparts and electronically, as permitted by the Electronic Transactions Ordinance (Cap. 553).
23.7 Governing language. This Agreement is drafted in English. Where a translation is provided, the English version governs any conflict, unless a signed Order Form expressly states otherwise.
23.8 Entity disclosure. SlashHub's legal name, place of incorporation and liability status are stated on its order forms, invoices and website as required by the Companies Ordinance (Cap. 622) and the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B).
The following Schedules are incorporated by reference:
| Schedule | Document |
|---|---|
| Schedule 1 | Data Processing Agreement — render packages/chat-kit/src/legal/en/dpa.ts (at /dpa) |
| Schedule 2 | Security & Compliance Schedule — security-and-compliance-schedule.md |
| Schedule 3 | Service Level Agreement — service-level-agreement.md |
| Schedule 4 | AI Addendum — ai-addendum.md |
| Schedule 5 | Acceptable Use Policy — render packages/chat-kit/src/legal/en/aup.ts |
| Schedule 6 | API Terms of Service — api-terms-of-service.md |
| Schedule 7 | Subscription Terms — ../SUBSCRIPTION_TERMS.md |
| SlashHub Limited | Customer | |
|---|---|---|
| Name | ||
| Title | ||
| Signature | ||
| Date | ||
| Notice email | legal@slashhub.hk |
Effective Date: [YYYY-MM-DD] · Order Form reference: [OF-YYYY-NNN]
SlashHub Limited © 2026 · For questions, contact legal@slashhub.hk