The following is an agreement made between AI HRMS Pte. Ltd. (Singapore Company Registration No. 202233788K) (“Party A“) and the customer of Party A whose name and identity details are provided when registering for an account with Party A (“Party B“). In this Agreement, either party may be referred to as a “Party”, and both parties may be together referred to as “Parties”

This Agreement is entered into and takes effect when any of the following events occur:

  1. You click on the “I Agree” button located at the end of this Agreement when registering for AI Account (defined below) online;
  2. You logging into the AI HRMS software and utilizing its services;
  3. You sign this Agreement; or
  4. You sign another document which incorporates this Agreement by reference.

WHEREAS

  • Party A provides cloud based human resource management software (“HRMS”) and professional services relating to the HRMS; and
  • Party A is desirous of providing, and Party B is desirous of engaging Party A to provide access to and use of the HRMS and/or the professional services.

IT IS HEREBY AGREED as follows:

1. DEFINITIONS

1.1 Except to the extent that the context requires otherwise, the following terms shall bear the following meanings in this Agreement:

“Administrative Console”

means an interface provided by Party A on the HRMS which Party B may use to administer the software and/or services which Party B uses;

“Administrator”

means:
(a) if person X entered into this Agreement on behalf of Party B, the Administrator is person X; or
(b) if sub-clause (a) above is not applicable, the Administrator is Party B,
and includes any other User(s) whom an Administrator may from time to time designate as Administrator through the Administrative Console;

“Agreement”

means this agreement inclusive of other documents incorporated by reference;

“Billing Cycle”

means any period as may be specified by Party A in the Administrative Console;

“Commencement Date”

means the date on which the “I Agree” button located at the end of the Agreement was clicked when the HRMS was registered for;

“Confidential Information”

means:
(a) Information and documentation of a party that has been marked “confidential” or with words of similar meaning, at the time of disclosure;
(b) Any and all technical and/or proprietary information or knowledge, know-how, ideas, concepts, techniques, formulations and technology relating to the HRMS, its constituents, as well as Party A’s source codes, software, databases, algorithm, records, trade secrets, research, data processing and communication networking systems; and
(c) Information regardless of form, format or media and whether or not owned by a Party, which are obviously confidential in nature or that, under the circumstances surrounding disclosure, should reasonably be considered as confidential by a reasonable person acting in good faith;

“Data Breach”

means data breach in relation to Personal Data as defined in section 26A of the Personal Data Protection Act 2012;

“Data Intermediary”

means data intermediary as defined in section 2(1) of the Personal Data Protection Act 2012;

“Derivative Data”

means data, metadata and content generated by Party A and/or the HRMS pursuant to the use of the HRMS by Party B. This includes, but are not limited to User settings, usage habits, and any product of information processing methods (including but not limited to methods of machine learning or artificial intelligence) applied to Party B’s Data for improving and supporting the HRMS;

“HRMS”

means the cloud based human resource management software provided by Party A to Party B. The features and services offered are described at https://www.aihrms.com/pricing/, or any other such URL as Party A may from time to time notify Party B through the Administrative Console;

“Party A’s Policies”

means Party A’s prevailing policies posted on the Administrative Console of the HRMS and/or on Party A’s Website as may be updated from time to time. The prevailing policies posted on Party A’s Website include, but are not limited to:

(a)   https://www.aihrms.com/term-of-use/;

(b)   https://www.aihrms.com/data-protection-policy/;

(c)   https://www.aihrms.com/cookie-policy/; and

(d)   https://www.aihrms.com/anti-corruption-policy/,

or such other URLs as Party A may from time to time notify Party B;

“Party A’s Website”

means the website located at https://www.aihrms.com/  or such other URL as Party A may from time to time notify Party B;

“Party B’s Data”

Means:

  • Documents and/or information uploaded by a User to the HRMS;
  • Such other information collected by Party A from Party B or any User in connection with their use of the HRMS and/or Professional Services offered by Party A,

but does not include Derivative Data;

“Personal Data”

means personal data as defined in section 2(1) of the Personal Data Protection Act 2012;

“Professional Services”

means consulting, implementation, customization and other professional services offered by Party A to Party B relating to the HRMS, other than the services described in Clause 2.1 below. The scope, pricing and payment terms of the Professional Services shall be set out in a schedule of work agreed by Party A and Party B.

“Subscription Fee”

means the fees charged by Party A in connection with the HRMS. The prevailing fees are posted on https://www.aihrms.com/pricing/  or any such URL as Party A may from time to time notify Party B through the Administrative Console, or on the Administrative Console itself. In the event that the fees posted on Party A’s website and the Administrative Console conflict, the fees posted on the Administrative Console shall prevail;

“User”

means an individual authorised by Party B to access and use the HRMS.

1.2 The headings in this Agreement are for ease of reference and shall not affect the interpretation and construction hereof.

1.3 “In writing”, “written” and related expressions include communication effected by facsimile transmission or electronic mail or similar means.

1.4 Unless the context otherwise requires, references to “Clauses” in this Agreement are to be construed as references to the clauses in this Agreement.

1.5 Any reference to a statutory provision or law shall include such provision as from time to time modified, consolidated, amended or re-enacted, any regulations made under it as from time to time modified, consolidated, amended or re-enacted after the date of this Agreement, and shall also include any provision in any other statute or law which replaces that present statutory provision or law.

1.6 Party A may amend the URLs stated in this Agreement from time to time after the amended URLs have been notified to Party B on the Administrative Console.

1.7 This Agreement commences on the Commencement Date and shall be in force until it has been terminated.

1.8 Party B acknowledges that this Agreement is a services agreement featuring cloud-based software and related professional services, and Party A will not be delivering copies of any software to Party B.

1.9 Parties shall comply with Party A’s Policies and the terms of this Agreement (excluding Party A’s Policies). In the event of a conflict between Party A’s Policies and the terms of this Agreement (excluding Party A’s Policies), the terms of this Agreement (excluding Party A’s Policies) shall prevail.

2. HRMS

2.1 Party A shall provide access to the HRMS and Party B may access and use the HRMS, subject to the terms of this Agreement.

2.2 The Administrator shall be responsible for creating or removing User accounts through the Administrative Console, and assigning the appropriate privilege to each User account through the Administrative Console. When an Administrator creates or removes User accounts, Party B shall be deemed to have:

  • authorised the creation or removal of such User accounts; and
  • acknowledged Party A’s prevailing Subscription Fees applicable to such addition or removal of User accounts.

2.3 Party A may discontinue any feature or service in the HRMS by giving Party B at least 30 days’ prior notice. When any feature or service is discontinued pursuant to this clause, Party B must download any of Party B’s Data associated with the discontinued feature or service it wishes to retain within 30 days after the feature or service is discontinued. Party B’s Data associated with the discontinued feature or service may be removed at Party A’s sole discretion after the aforesaid period of time. If Subscription Fees are payable for that discontinued feature or service, such Subscription Fees payable in its final Billing Cycle shall be determined by Party A’s prevailing policy relating to the discontinuation of that feature or service posted on the Administrative Console from time to time.

2.4 Party A may from time to time update the HRMS to improve or enhance the features or services offered. When Party A provides such updates, it shall notify Party B of such updates through the Administrative Console.

2.5 Party A may introduce new enhancements, features or services to the HRMS from time to time, and such new enhancements, features or services may be made available to Party B subject to the payment of the prevailing Subscription Fees for such new enhancements, features or services.

2.6 Party A retains all rights, title and interest in and to the HRMS, including without limitation, all hardware, software, databases and resources used to provide the HRMS, and all trademarks and content, not being Party B’s Data, reproduced through the HRMS.

2.7 Nothing in this Agreement shall be taken to grant Party B any intellectual property rights in the HRMS, Derivative Data, or any components thereof.

2.8 Party A may assign, delegate or subcontract any of its rights, duties or obligations in providing the HRMS.

2.9 Party B must take all reasonable steps to ensure that the login credentials of its Users are secure and are not used to facilitate unauthorized access to or use of the HRMS.

2.10 Party B must take all reasonable steps to ensure that its Users do not take any steps to disrupt the security, accessibility, and performance of the HRMS.

2.11 Party B must inform Party A of any unauthorized access to or use of the HRMS as soon as Party B has reason to believe that such unauthorized access or use has taken place.

2.12 Party B must take all reasonable steps to ensure that its Users do not use the HRMS to engage in unlawful or illegal conduct, or conduct which violates the legal rights of a third party.

2.13 Party A may from time to time perform maintenance on the HRMS which may lead to a period of time when the HRMS is inaccessible to or unusable for Party B. Party A will endeavour to inform Party B in writing or through the Administrative Console at least 1 hour before any such maintenance takes place.

3. PROFESSIONAL SERVICES

3.1 The scope, pricing and payment terms of the Professional Services provided by Party A to Party B shall be set out in a schedule of work agreed by both Parties.

3.2 Unless otherwise expressly agreed to in writing by Party A, all intellectual property rights generated or used in the course of providing the Professional Services shall belong to Party A. This clause does not affect the ownership of intellectual property in Party B’s Data, or intellectual property belonging to third parties used in the course of providing the Professional Services.

3.3 Party A may assign, delegate or subcontract any of its rights, duties or obligations in providing the Professional Services.

3.4 Party B must not use the Professional Services to engage in unlawful or illegal conduct, or conduct which violates the legal rights of a third party.

4. FEES AND BILLING

4.1 On or before the beginning of a Billing Cycle, Party A shall issue an invoice for that Billing Cycle to Party B on the Administrative Console. Unless otherwise agreed in writing, the invoice shall include:

  • All Subscription Fees and fees for Professional Services which Party A anticipates will be incurred by Party B during that Billing Cycle; and
  • All Subscription Fees and fees for Professional Services incurred in the previous Billing Cycles which have yet to be included in an invoice issued to Party B.

4.2 If the amount of Subscription Fees and fees for Professional Services incurred by Party B in a Billing Cycle is less than the amount stated in the invoice issued to Party B on or before that Billing Cycle, the difference between the said sums shall be set-off from the subsequent invoice issued by Party A to Party B.

4.3 Payment shall become due and payable within fourteen (14) days from the date of issue of the invoice. Unless otherwise provided in this Agreement, payment made shall not be refundable.

4.4 In the event that the Administrative Console provides a user interface for Party B to manage the features and services of the HRMS which Party B subscribes to, and an Administrator uses such user interface to activate any enhancement, additional feature or service, or to unsubscribe from any feature or service:

  • Party B shall be deemed to have subscribed to such enhancement, additional feature or service of the HRMS, or be deemed to have unsubscribed from such feature or service of the HRMS, as the case may be;
  • In the event that the Administrator activates any enhancement, or additional feature or service, Party B shall be deemed to have acknowledged Party A’s prevailing rates applicable to such enhancement, or additional feature or service. Such enhancement, or additional feature or service shall be made available to Party B as soon as practicable thereafter;
  • If Party B activates any enhancement, or additional feature or service, the Subscription Fee for such enhancement, or additional feature or service in its first Billing Cycle shall be determined by Party A’s prevailing policy relating to the activation of such enhancement, or additional feature or service posted on the Administrative Console from time to time;
  • If Party B unsubscribes from any feature or service, Party B shall cease to have access to that feature or service on the date so selected on the user interface. If Subscription Fees are payable for that unsubscribed feature or service, such Subscription Fees payable in its final Billing Cycle shall be determined by Party A’s prevailing policy relating to unsubscribing from that feature or service posted on the Administrative Console from time to time;
  • In the event that Party B unsubscribes from any feature or service in the HRMS, Party B must download any of Party B’s Data associated with that feature or service which it wishes to retain within 7 days after it ceases to have access to that feature or service. Party B’s Data associated with that feature or service may be removed at Party A’s sole discretion after the aforesaid period of time.

4.5 All fees specified by Party A in this Agreement are exclusive of goods and services tax unless expressly stated.

4.6 Party A shall be entitled, but not be obliged, to deduct or set-off any sum owing to Party B against any sums owed by Party B to Party A.

4.7 Party B shall be liable for all bank charges incurred in the course of making payment to Party A under this Agreement.

4.8 Party A may charge Party B late payment interest at 10% per annum on the outstanding sum due and payable (but excluding any late payment interest), calculated on a daily basis from the date payment is due and payable to the date of full settlement. If any part payment is made, such part payment shall be used to reduce the principal sum due before interest.

4.9 Party B shall pay all of Party A’s legal fees, costs, charges and expenses directly or indirectly incurred, on an indemnity basis, in obtaining or otherwise enforcing overdue payment.

5. PARTY B’S DATA

5.1 For the purposes of the Personal Data Protection Act 2012, Party A is a Data Intermediary processing Personal Data contained in Party B’s Data on behalf of Party B.

5.2 Party B is responsible for obtaining the relevant consent, providing the relevant notification, and/or taking any other necessary steps as required under the Personal Data Protection Act 2012 to ensure that Party A is authorised to collect, use or disclose Party B’s Data for the following purposes:

  • Providing Party B with access to the HRMS;
  • Enabling the Users to use the HRMS on behalf of Party B;
  • Maintaining, supporting and hosting the HRMS;
  • Providing Party B with Professional Services;
  • Recovering data arising from data loss, data corruption or system failure in relation to the HRMS;
  • Enhancing the services offered by Party A;
  • Improving user experience in relation to the HRMS; and
  • Such other purposes as may be notified to Party B from time to time on the Administrative Console of the HRMS.

5.3 Party A shall be entitled to collect, use or disclose Party B’s Data for the purposes described in Clause 5.2.

5.4 Party B undertakes and warrants that:

  • Party B’s Data shall not contain any offensive content, including but not limited to:
      • any computer virus, trojan, malware, malicious code, or items of a similar nature;
      • any illegal, obscene, explicit, pornographic, or immoral material; or
      • any material which infringes the trade mark, copyright, patent or other intellectual property rights of a third party;
  • The use of the HRMS by Party B shall not introduce or caused to be introduced any offensive content, including but not limited to those described in Clause 5.4(a), into the HRMS, or any hardware, software, database or resource used to provide the HRMS;

5.5 Party A shall make reasonable security arrangements to prevent:

  • The unauthorised access, collection, use, disclosure, copying, modification or disposal of Party B’s Data; and
  • The loss of any storage medium or device on which Party B’s Data is stored.

5.6 In the event that Party A has reason to believe that a Data Breach has occurred in relation to Party B’s Data, Party A shall, without undue delay, notify Party B of the occurrence of the Data Breach.

5.7 Party A may maintain such backups of Party B’s Data as it deems necessary for the purpose of orderly and timely data recovery in relation to the HRMS in the event of data loss, data corruption or system failure.

5.8 Party A shall not retain Party B’s Data for any period of time longer than is necessary to serve:

  • The purposes of this Agreement; or
  • Any other legal or business purposes.

6. DERIVATIVE DATA

6.1 Party A shall be entitled to collect, generate, keep, use, analyse, process and disclose Derivative Data.

6.2 As Derivative Data may under certain circumstances incorporate Personal Data:

  • Party B shall consent to, obtain the relevant consent, provide the relevant notification, or take any other necessary steps as required under the Personal Data Protection Act 2012 to ensure that Party A is authorised to collect, use or disclose such Derivative Data for the purposes stated in Clause 5.2; and
  • Party A’s obligations under Clauses 5.5, 5.6, and 5.8 shall apply, with the necessary modifications, in relation to such Derivative Data as they apply in relation to Party B’s Data.

6.3 Party A may, but is not obliged to:

  • Disclose Derivative Data to Party B;
  • Use Derivative Data in connection with the HRMS or Professional Services; or
  • Permit Party B to use Derivative Data.

6.4 Without prejudice to Clause 2.7, all intellectual property rights arising from or in connection with Derivative Data shall belong to Party A.

7. REPRESENTATIONS & WARRANTIES

7.1 Party B represents and warrants that:

  • If it is not a natural person, it is duly formed and validly existing under the laws of the jurisdiction in which it is formed;
  • It is capable of being sued in its own name, and has the capacity to enter into this Agreement;
  • It has carefully read and understood the terms of this Agreement; and
  • All actions, conditions and things required to be undertaken, fulfilled and done (including, without limitation, the obtaining of any necessary consent or licence or the making of any filing or registration) in order to enable it to lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement have been taken, fulfilled and done.

7.2 Party B accepts the HRMS and Professional Services “as is” with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights or any implied warranty arising from statute, course of dealing, course of performance, or usage or trade. Without limiting the generality of the foregoing, Party A has no obligation to indemnify or defend Party B against claims related to the infringement of intellectual property rights, or claims arising from Party B’s use of the HRMS or Professional Services.

8. CONFIDENTIALITY

8.1 Each Party (the “Recipient”) shall hold Confidential Information acquired from the other Party (the “Provider”) in strict confidence, shall only use and permit its use solely for the purposes of this Agreement, and shall not acquire any interest in the Confidential Information.

8.2 Subject to this Clause 8, the Recipient shall not, and shall procure that its directors, officers and employees shall not, at any time without the prior written consent of the Provider, whether before or after termination of this Agreement, divulge or use such Confidential Information.

8.3 The Recipient shall take all reasonable precautions to prevent unauthorised use or disclosure of such Confidential Information, promptly notify the Provider upon the discovery of any unauthorised use or disclosure, and fully co-operate with the Provider to regain possession or prevent further unauthorised use or disclosure of such Confidential Information.

8.4 Nothing in this Clause 8 shall apply to information which:

  • Has become or is generally known other than by a breach of this Clause 8;
  • Was already known to the Recipient prior to being acquired from the Provider;
  • Was received by the Recipient from a third party without restriction and without breach of this Clause 8;
  • Was independently developed by the Recipient; or
  • Is required to be disclosed by law, regulations or an order from a court of competent jurisdiction.

8.5 This Clause 8 shall survive the termination of this Agreement.

9. INDEMNITY AND LIMITATION OF LIABILITY

9.1 Party B shall defend and indemnify Party A against any third party claim, suit, or proceeding arising from or related to Party B’s alleged or actual use of, misuse of, or failure to use the HRMS, including without limitation:

  • Claims by Users, Party B’s officers, Party B’s employees, Party B’s staff members, or Party B’s customers;
  • Claims related to unauthorised disclosure or exposure of Party B’s Data or Personal Data,

whether or not such claims arise out of Party B’s negligence.

9.2 In relation to the provision of Professional Services, Party A shall not be liable for any damages arising from:

  • Actions taken by Party A pursuant to instructions given or approved by Party B;
  • Party B not following or taking on Party A’s recommendations; or
  • Any delay or neglect by Party B to instruct Party A to take a certain course of action.

9.3 Party A’s liability arising out of or related to this Agreement shall not exceed the sum of the Subscription Fees and fees for Professional Services received from Party B in the 3 months prior to the event giving rise to Party A’s liability.

9.4 In no event will Party A be liable to Party B for any consequential, indirect, special, incidental, or punitive damages arising out of or relating to this Agreement.

9.5 This Clause 9 shall survive the termination of this Agreement.

10. FEEDBACK

10.1 Party B may provide to Party A information containing any feedback, suggestion or idea for improving or otherwise modifying the HRMS and/or Professional Services.

10.2 Party A shall not treat the information provided pursuant to Clause 10.1 as confidential, and Party A shall be entitled at any time (whether before or after the termination of this Agreement) to use, profit from, disclose, publish, keep secret, or otherwise exploit such information without informing, crediting or compensating Party B. Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement shall restrict Party A’s entitlement in this Clause 10.2.

11. SUSPENSION AND TERMINATION

11.1 Without prejudice to Clauses 11.6 to 11.9, Party A may at its sole discretion suspend the provision of Professional Services and/or Party B’s access to the HRMS with immediate effect under the following circumstances:

  • In the event that any amount due to Party A from Party B shall remain due and payable, whether or not pursuant to this Agreement, for more than thirty (30) days;
  • Party A is of the view that it is necessary to prevent and/or investigate unauthorized access to the HRMS and/or Party B’s Data;
  • Party A is of the view that it is necessary to investigate if:
      • Party B’s Data contains any offensive content described in Clause 5.4(a); or
      • Party B is misusing the HRMS and/or Professional Services.
  • Party A is required, directed or ordered by any law, authority, court or regulatory body in Singapore to suspend the provision of the HRMS and/or Professional Services to Party B.

11.2 Party A shall inform Party B in writing about the suspension as soon as reasonably practicable, unless the relevant laws, or directions or orders issued by the relevant authority, court or regulatory body prohibit Party A from doing so. Party A has the absolute discretion to decide if it would inform Party B of the reason(s) underlying the suspension.

11.3 Party A endeavours to minimize the scope and duration of suspension to the extent that Party A deems necessary to achieve the purposes stated in Clause 11.1. During the period of suspension, the terms of this Agreement, other than those allowing access to the suspended features, services, User accounts, or Professional Services, continue to be in force. For the avoidance of doubt, during the period of suspension, Subscription Fees and fees for Professional Services shall continue to accrue as though there was no suspension, and Party B’s obligation to pay the Subscription Fees and fees for Professional Services shall continue as though there was no suspension.

11.4 Party A will restore Party B’s access to the HRMS and Professional Services as soon as reasonably practicable after the reason(s) underlying the suspension have been addressed or resolved to the satisfaction of Party A.

11.5 This Agreement shall continue until terminated by either party pursuant to this Clause 11.

11.6 Party B may terminate this Agreement without cause by:

  • Giving Party A at least 30 days’ prior written notice; or
  • Activating such technical feature on the Administrative Console of the HRMS as may be provided by Party A for the purpose of terminating the HRMS and Professional Services, and selecting date of termination on such technical feature.

11.7 Party A may terminate this Agreement without cause by giving Party B at least 30 days’ prior written notice.

11.8 Party A may terminate this Agreement immediately by giving written notice to Party B in any of the following events:

  • Any amount due to Party A from Party B, whether or not pursuant to this Agreement, shall remain due and payable for more than ninety (90) days;
  • Party B’s Data is found to contain any offensive content described in Clause 5.4(a);
  • Party A is of the opinion that Party B is misusing the HRMS and/or Professional Services, including but not limited to using the HRMS and/or Professional Services for illegal purposes;
  • Party A is required, directed or ordered by any law, authority, court or regulatory body in Singapore to deny provision of the HRMS and/or Professional Services to Party B;
  • Party B admits in writing its inability to pay its debts when due; or
  • Party B becomes, or in the sole opinion of Party A is, at risk of becoming the subject of any bankruptcy, liquidation, or dissolution proceedings.

11.9 Either Party may terminate this Agreement immediately by giving written notice to the other party in any of the following events:

  • The other Party commits a remediable breach of its obligations under this Agreement but fails to remedy such breach within a reasonable time after having been notified of such breach by the Party;
  • The other Party commits an irremediable breach of its obligations under this Agreement; or
  • The other Party suspends or ceases business.

11.10 Upon termination of this Agreement for whatever reason:

  • (a)Party B shall no longer be permitted to access and use the HRMS and Professional Services;
  • (b)Subscription Fees and fees for Professional Services shall accrue up to and including the date of termination. The calculation of Subscription Fees for the final Billing Cycle shall be determined by Party A’s prevailing policy relating to the termination of the HRMS posted on the Administrative Console from time to time. The calculation of fees for Professional Services for the final Billing Cycle shall be determined by terms of the schedule of work;
  • (c)Party B must download any of Party B’s Data which it wishes to retain within 7 days after the termination of this Agreement. Party A may at its sole discretion remove all of Party B’s Data and
  • Party B shall immediately pay Party A all amounts owing by Party B to Party A; and
  • Clauses 4.8 and 4.9 shall continue to apply to payment due from Party B to Party A after the termination of this Agreement.

12 MISCELLANEOUS

12.1 Relationship between Party A and Party B
The Parties agree that Party A is an independent contractor to Party B and this Agreement does not create any partnership, joint venture, agency, employment, representation or fiduciary relationship between the Parties.

12.2 Notice

  • Unless otherwise provided in this Agreement, any notice given pursuant to this Agreement shall be in writing and delivered personally or sent by prepaid registered post, facsimile or e-mail. Notices given to Party B must be sent to the email address, facsimile number or address notified by Party B in the Administrative Console. Notices to Party A must be sent to 

    in**@ai****.com











    .
  • Any notice, demand or communication delivered in accordance with this Clause 12.2 shall be deemed to have been duly served:
      • in the case of delivery by hand, when delivered;
      • in the case of registered post (if despatched to an address within the country of the sender) five (5) days, and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted;
      • in the case of facsimile, immediately upon such facsimile being transmitted; or
      • in the case of e-mail, immediately upon such e-mail being delivered.

12.3 Amendments
Unless otherwise expressly provided in this Agreement, no variation, alteration or modification of any of the terms of this Agreement shall be of any effect unless evidenced in writing signed by or on behalf of both Parties.

12.4 Severance
If any provision in this Agreement shall be held or deemed to be invalid, inoperative, or unenforceable, the remaining provisions herein contained shall nonetheless continue to be valid, operative, and enforceable as though the invalid inoperative or unenforceable provision had not been included in this Agreement.

12.5 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

12.6 Third Parties
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) 2002 Rev. Ed of Singapore to enforce any term of this Agreement.

12.7 Assignment
Unless expressly authorized by Party A in writing, Party B may not assign or transfer its rights or obligations under this Agreement.

12.8 Remedies and waivers
Failure to insist on compliance with any term, covenant or condition contained in this Agreement, shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power contained in this Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times.

12.9 Cumulative Remedies
All rights and remedies provided in this Agreement shall be in addition to all other rights and remedies available at law or in equity.

12.10 Force Majeure

  • In the event of a Party failing to perform any obligation under this Agreement (save the making of any payment due under or pursuant to this Agreement) as a result of any occurrence of circumstances beyond the reasonable control of that Party, including but not limited to strike, lock-out or other labour difficulties, fire, flood, act of God, embargo, act of war, regulation or restriction of government or law (“Event of Force Majeure”), that Party shall not be liable in damages or otherwise for failure to perform that obligation, and such failure shall not be a ground for terminating this Agreement.
  • Notwithstanding Clause 12.10(a), if the Event of Force Majeure exceeds sixty (60) days in duration, either Party shall have the right at any time thereafter during the continuance of such failure or delay, to terminate this Agreement by giving thirty (30) days’ written notice thereof to the other Party. For the avoidance of doubt, upon the termination of this Agreement pursuant to this Clause 12.10(b), Clause 11.10 shall apply.

12.11 Governing law
This Agreement shall be construed in accordance with and be governed by the laws of the Republic of Singapore.

12.12 Dispute resolution

  • In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve any dispute promptly by negotiations between the senior executive personnel of each Party having authority to settle the same.
  • If no resolution to the dispute is forthcoming from the negotiations in accordance with Clause 12.12(a) within thirty (30) days from the date the dispute first arose, the Parties agree to resolve the dispute by way of mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force for the time being. Either Party may submit a request to mediate to SMC upon which the other Party will be bound to participate in the mediation within 45 calendar days thereof. Unless otherwise agreed by the Parties, the Mediator(s) will be appointed by SMC. The mediation shall take place in Singapore in the English language and both Parties agree to be bound by any settlement agreement reached.
  • If no settlement to the dispute is reached within thirty (30) days from the mediation taking place in accordance with Clause 12.12(b), both Parties hereby irrevocably submit to the jurisdiction of the courts of Singapore.

12.13 Entire agreement
This Agreement including the documents incorporated by reference constitutes the full understanding of the Parties and the complete and exclusive statement of the terms and conditions of the agreement relating to the subject matter of this Agreement and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties with respect thereto.