Exhibit 10.40
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EXCLUSIVE BRAND LICENCE AGREEMENT
This Agreement takes effect on 1 September 2026 (the “Effective Date”).
BETWEEN:
(1) OLS APAC Corporation, a company incorporated under the laws of the British Virgin Islands with company registration number 2144617, whose registered office is situated in the British Virgin Islands (the “Owner”); and
(2) H2N LIMITED, a company incorporated under the laws of Hong Kong with company registration number 62433704-000, whose registered office is at 16/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung, N.T., Hong Kong (the “Operator”).
BACKGROUND:
(A) The Owner is the legal and beneficial owner of the brand operated under the domain name Dimbuy.com and its related assets (the “Brand”).
(B) The Owner wishes to grant an exclusive licence of the Brand to the Operator, and the Operator wishes to accept such licence, subject to the terms and conditions set out in this Agreement.
1. DEFINITIONS
| “the Brand” | the right to use the domain name and brand Dimbuy.com | |
| “Long Stop Date” | 31 August 2027 |
2. EXCLUSIVE BRAND LICENCE
2.1 The Owner hereby grants to the Operator the exclusive right to use the Brand, with effect from the Effective Date.
2.2 The Operator shall have the exclusive right and authority to:
| (a) | make all operational decisions, including as to pricing, marketing and product offering. The Owner shall be entitled to monitor, in accordance with this Agreement, whether the use of the Brand complies with the brand guidelines. |
3. SERVICES TO BE PROVIDED BY THE OPERATOR
| (a) Platform management | Overall management and maintenance of the Dimbuy.com website and related systems | |
| (b) Customer service | Handling all customer enquiries, complaints and support | |
| (c) Marketing | Planning and executing all marketing and promotional activities | |
| (d) Financial management | Managing all receipts, payments and financial reporting | |
| (e) Compliance | Ensuring that the operation of the Brand complies with all applicable laws and regulations |
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4. FEE ARRANGEMENTS
4.1 Exclusive Licence Fee
(a) In consideration of the Owner granting the Operator the right to use the Dimbuy.com brand during the term of this Agreement, the Operator shall, with effect from the effective date of this Agreement, pay to the Owner, or to such payee as the Owner may designate by written notice, an exclusive licence fee of Hong Kong Dollars Fifty-Five Thousand (HKD 55,000) on the last business day of each month.
(b) The Owner shall be entitled at any time to change the payee by written notice to the Operator, and the Operator shall pay the above exclusive licence fee to the newly designated payee with effect from the next payment date following its receipt of such notice.
(c) The above payment obligation is unconditional and irrevocable, and the Operator shall not claim any set-off, deduction or suspension of payment on any ground whatsoever.
4.2 Additional Revenue Share
(a) In addition to the exclusive licence fee, the parties agree that, if the total revenue of the co-operation business during the licence period reaches or exceeds Hong Kong Dollars Thirty Million (HKD 30,000,000) (the “Revenue Share Threshold”), the Operator shall pay to the Owner a revenue share equal to ten per cent (10%) of the amount exceeding the Revenue Share Threshold (the “Revenue Share”). The Operator shall be exclusively entitled to all remaining profits of the operation and shall solely bear all losses and liabilities arising from the operation of the Brand.
(b) For the avoidance of doubt, the Revenue Share shall be calculated only on the portion exceeding HKD 30,000,000.
Illustration: if total annual revenue is HKD 35,000,000, the Revenue Share = (35,000,000 - 30,000,000) x 10% = HKD 500,000.
(c) The Revenue Share (if any) shall be paid within 30 days after the end of the relevant financial year, following confirmation of the annual financial statements by both parties.
(d) If total annual revenue does not reach the Revenue Share Threshold, the Operator shall not be required to pay any Revenue Share in respect of that year.
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4.3 Support Services
As part of this co-operation, the Owner shall provide the Operator with the following support services:
(a) administrative support, including but not limited to day-to-day operational co-ordination, document processing and logistical arrangements;
(b) compliance support, including but not limited to assisting in ensuring that the business operations comply with relevant laws, regulations and industry standards; and
(c) such other related support services as the parties may agree in writing from time to time.
4.4 Annual Financial Statements
The Operator shall properly maintain all relevant financial records and shall, within 90 days after the end of each financial year, submit to the Owner an annual profit and loss statement acknowledged by both parties, for the purpose of calculating the Revenue Share (if applicable).
5. OBLIGATIONS OF THE OWNER
| (a) | maintain its lawful existence and good standing | |
| (b) | not sell, transfer, mortgage or otherwise dispose of any business assets without the prior written consent of the Operator |
6. OBLIGATIONS OF THE OPERATOR
| (a) | operate the Brand with reasonable care, skill and diligence | |
| (b) | maintain the Brand at its current level of operation and not take any action that would materially diminish the value of the Brand | |
| (c) | comply with all applicable laws and regulations in operating the Brand | |
| (d) | properly maintain the records and accounts of the Brand |
7. REPRESENTATIONS AND WARRANTIES
7.1 The Owner represents and warrants that it is the sole legal and beneficial owner of the brand assets, free from any encumbrances.
7.2 The Operator represents and warrants that it has the financial and operational capability to perform the services set out in this Agreement.
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8. TERM AND TERMINATION
8.1 The term of services under this Agreement shall be one year commencing on the Effective Date.
Upon expiry of the service term, unless either party gives written notice to the other party, at least 30 days prior to the expiry of the service term, that it does not wish to renew, this Agreement shall automatically renew for a further one (1) year, and there shall be no limit on the number of renewals. The scope of services, fee levels and other terms applicable to each renewal shall be consistent with this Agreement, or as otherwise agreed by the parties in writing.
8.2 Termination for breach: either party may terminate this Agreement immediately by written notice if the other party is in material breach of this Agreement and fails to remedy such breach within 30 days after receipt of a written notice requiring it to do so.
9. CONFIDENTIALITY
Each party undertakes to keep confidential all information of the other party relating to its business, affairs, customers and operations, and shall not disclose such information to any third party without the prior written consent of the other party, save as required by law or regulation.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong.
10.2 Any dispute arising out of or in connection with this Agreement shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for final resolution in accordance with its arbitration rules. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be bilingual (Chinese and English).
11. INDEPENDENT CONTRACTOR
The Operator is an independent contractor and is not an agent, partner or employee of the Owner. Nothing in this Agreement shall create any partnership, joint venture or employment relationship between the parties.
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SIGNATURES
| Signed for and on behalf of OLS APAC Corporation | Signed for and on behalf of H2N LIMITED | |||
| Signature: | /s/ CHEUNG CHEUK YIN | Signature: | /s/ CHOY YUK FU | |
| Name: | CHEUNG CHEUK YIN | Name: | CHOY YUK FU | |
| Title: | DIRECTOR | Title: | DIRECTOR | |
| Date: | 30 JULY 2026 | Date: | 30 JULY 2026 |
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