Terms of Service

CONFIRMATIONS AND UNDERTAKINGS

The success of this agreement is dependent on the timely co-operation of the Company, therefore the Company hereby undertakes and warrants to the Supplier to provide the materials and information that are requested from time to time, and all such information which has been or will be supplied to the Supplier will be accurate and complete in all respects and the Supplier shall be entitled to rely upon the accuracy and completeness of all such information without independent verification.

CONFIDENTIALITY

The Supplier shall not, without the prior written consent of the Company in each instance, disclose, divulge, publish to others or employ to his own advantage, the business terms, in connection with this Agreement (the “Confidential Information”). The Supplier shall not disclose any Confidential Information in any manner whatsoever, except as compelled by applicable law, and shall hold and maintain the information in its strictest confidence. The Supplier hereby agrees to indemnify and hold harmless the Company and its subsidiaries and affiliates from any and all losses, damages, claims, expenses and attorneys’ fees incurred or suffered thereby as a result of any breach by the Supplier of the provisions of this Confidentiality clause. 

The Supplier hereby acknowledges and agrees that any disclosure or misappropriation of any Confidential Information in violation of this Agreement will cause irreparable damage, the amount of which damage may be difficult to ascertain, and the Supplier therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such court shall deem appropriate. Such right shall be in addition to the remedies otherwise available to the Company pursuant to this Agreement, at law, in equity or otherwise.

The Company will keep confidential any methodologies and technology used to carry out an assignment and will not disclose any report or information provided by the Supplier or its terms of services save as set out in this Agreement or otherwise agreed in writing. The intellectual property rights in all pre-existing Supplier materials as well as methodologies used under this service engagement or incorporated into a report or any other material provided to the Company remain vested in the Supplier.

INDEPENDENT CONTRACTOR

The Supplier understands and acknowledges that it is an independent contractor, and nothing contained in this Agreement shall be construed to (a) give either party the power to direct and control the day-to-day activities of the other; or (b) establish, or be construed as establishing, any partnership, joint venture, co-owners or otherwise. The Supplier shall be responsible for withholding or paying all income taxes and other taxes charged to the Supplier on amount earned hereunder. All financial and other obligations associated with the Supplier’s business are the sole responsibility of the Supplier. Nothing contained herein shall be construed as requiring the Supplier to devote its full professional time to the transactions contemplated herein.

INTELLECTUAL PROPERTY

The Supplier acknowledges and agrees that (a) the Intellectual Property is the proprietary property

of the Company, (b) it does not have, nor will it obtain as a result of this Agreement, any right, title or interest in, to or under the Intellectual Property, except the right to use the Intellectual Property in the Territory in accordance with this Agreement; and (c) any improvements to the Intellectual

Property, and the development of known-how associates with such improvements, whether made by Company or the Supplier, shall be solely the property of Company.

TERMINATION

The agreement may be terminated by either party in the event of the other going into insolvent liquidation or having a Receiver or Administrator appointed over all or part of its assets or being the subject of any other formal insolvency procedure. Either party may terminate the engagement by giving to the other party one (1) months’ notice in writing or on payment of one (1) month's fee in lieu of notice. If the agreement is terminated by either party prior to completion, all outstanding fees shall be prorated to the day of termination.

PAYMENT

Supplier invoices are payable within 14 days from the date of invoice. Any disagreement or objection to the amount due or other details under the invoice must be communicated to the Supplier in writing within 14 days from the date of invoice. The Company is deemed to have waived any claim not made within that period. Supplier reserves the right to charge interest on overdue amounts at an annual rate of 5% from the due date to the payment date of the overdue amounts.

REPRESENTATIONS AND WARRANTIES

Company represents and warrants to the Supplier that: (a) it is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for the performance of its obligations hereunder; (b) it has the full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement and Company is the sole owner of any and all intellectual property (including, without limitation, trademarks, copyrights and patents) (collectively, the “Intellectual Property”) in connection with the Products and has all requisite right and authority to grant to the Supplier the licenses and use such Intellectual Property in accordance with the terms and conditions of this Agreement; (c) the execution of this Agreement by its representative whose signature appears on the signature page to this Agreement has been duly authorized by all necessary action of Company; (d) when executed and delivered by Company, this Agreement will constitute the legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity); (e) by its execution this Agreement, Company shall not be in violation of the terms and conditions of any other agreement to which Company is a party; and (f) it is in compliance with all applicable laws, rules, regulations codes, ordinances or otherwise in connection with the transactions contemplated herein.

Supplier represents and warrants to Company: (a) it is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for the performance of its obligations hereunder; (b) it has the full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; (c) the execution of this Agreement by its representative whose signature appears on the signature page to this Agreement has been duly authorized by all necessary action of the Supplier; (d) when executed and delivered by the Supplier, this Agreement will constitute the legal, valid, and binding obligation of the Supplier, enforceable against the Supplier in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity); (e) by its execution this Agreement, the Supplier shall not be in violation of the terms and conditions of any other agreement to which the Supplier is a party; and (f) it is in compliance with all applicable laws, rules, regulations codes, ordinances or otherwise in connection with the transactions contemplated herein.

LIMITATION OF LIABILITY

The Supplier’s maximum liability relating to services rendered (regardless of form of action whether in contract, negligence or otherwise) shall in no circumstances exceed S$ 10,000. In no event shall the Supplier be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation lost profits, opportunity costs etc.) even if advised of their possible existence. This provision shall survive the completion or termination of this engagement.

The Company shall indemnify the Supplier and hold the Supplier harmless from and against any claims, liabilities, costs and expenses (including without limitation, reasonable legal) brought by a third party against, paid or incurred by the Supplier at any time and in any way arising out of or relating to its services under this agreement, except to the extent determined to have resulted from the fraud of Supplier’s staff. This provision shall survive the completion of this engagement.

DISPUTE RESOLUTION

If a dispute arises from or relates to this Agreement or the breach thereof and if the dispute cannot be resolved through direct discussions, the parties agree to endeavor first to settle the dispute in an amicable manner by mediation administered by a mediator by the Singapore International Mediation Centre ("SIMC”) in accordance with SIMC’s Mediation Rules for the time being in force before resorting to arbitration. The mediator may be selected by agreement of the parties or through SIMC within thirty (30) days of the start of such discussions. Following mediation, or upon written Agreement of the parties to waive mediation, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be settled through arbitration which shall be conducted by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The arbitrator may be selected by agreement of the parties or through SIAC.

All fees and expenses for mediation or arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, expert witnesses, and preparation and presentation of evidence. In the event that the Dispute cannot be resolved according to the procedure above, then the Dispute shall be finally submitted to the non-exclusive jurisdiction of the courts of Singapore.

GOVERNING LAW

The agreement and the relationship between the Supplier and the Company shall be governed by and interpreted and construed in accordance with Singapore law and no claim may be brought against the Supplier in contract, tort or otherwise, save in so far as such claim could be brought under Singapore law without reference to the law of any other country.

COMMUNICATIONS AND NOTICES

Except as otherwise specifically provided, all communications and notices between Company and Supplier, pursuant to or in connection with this Agreement shall be made via email.

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