Carefully read the following service agreement. It contains very important information about your rights and obligations, as well as limitations and exclusions that may apply to you. By signing the Purchase Order, you are consenting to be bound by and are becoming a party to this agreement.
TERMS & CONDITIONS
This terms & conditions (“Terms & Conditions”) is entered into effective between You and SMS 24/7 Pte Ltd, a company having its head office at 111 Somerset Road #07-07 TripleOne Somerset, Singapore 238164 (“Service Provider”) (collectively the “Parties” or individually a “Party”).
WHEREAS, you desire to engage Service Provider to render Services (as defined below) to you, in the Territory (as defined below); and
WHEREAS, Service Provider desires to accept such engagement.
Article 1. Definitions
For purposes of this Agreement, including any Exhibits, the following terms shall have the following meanings:
“Reports” shall have the meaning set forth in Article 6.2.
“Service Fee” shall have the meaning set forth in Article 2.3.
“Services” shall have the meaning set forth in Article 2.1.
“Territory” shall mean Singapore.
“Users” shall mean the users of Services in the Territory.
Article 2. Services and Service Fee
2.1 During the term of this Agreement, Service Provider shall provide to you the services described in Exhibit “A” attached hereto (the “Services”).
2.2 In consideration of the Services provided by Service Provider to you under this Agreement, you shall pay to Service Provider one time set-up fee in the fixed amount and a service fee (the “Service Fee”) during the term of this Agreement. The amount of the fixed set-up fee and Service Fee shall be agreed before the commencement of the Services between the Parties.
2.3 On or before the five (5) day of each calendar month during the term of this Agreement, Service Provider will prepare and send to you an invoice for the Service Fee for the previous calendar month. You will pay such invoice within five (5) days after its receipt of the invoice.
2.4 The payments of all invoices will be made by telegraphic transfer to a bank account designated by the receiving Party. Each Party shall be responsible for any fees charged by its bank in connection with such telegraphic transfers.
2.5 Any invoiced amounts not paid by the due date will accrue interest at the rate of twenty (20) per calendar month, simple interest.
Article 3. Term and Termination
3.1 This Agreement shall be effective from the Effective Date for an initial term of one (1) years. Thereafter, it shall be automatically renewed for successive one (1) year renewal terms unless either Party provides notice of non-renewal to the other Party at least fourteen (14) days prior to the end of the initial term or any subsequent renewal term. The term of this Agreement shall be subject to the termination provisions listed below.
3.2 If either Party commits a material breach of any of its obligations under this Agreement and fails to correct such breach within fourteen (14) days after receiving notice of the breach from the non-breaching Party, the non-breaching Party shall have the right to terminate this Agreement upon fourteen (14) days advance written notice to the breaching Party. However, any such notice of termination must be given by the non-breaching Party within fourteen (14) days after the expiration of the fourteen-day period referenced above. If not given within that time, the non-breaching Party’s right to terminate this Agreement by reason of that particular breach shall lapse.
3.3 If either Party is not able to perform its obligations under this Agreement due to a force majeure as described in Article 10, and such force majeure continues in effect for more than three (3) months, the other Party shall have the right to terminate this Agreement effective immediately upon written notice to the non-performing Party.
3.4 Upon the expiration or termination of this Agreement for any reason, (i) Service Provider shall promptly return to you any remaining inventory of Spare Parts (at y’s expense), and (ii) the Parties shall complete the invoicing and payment procedures referenced in Article 2 as quickly as reasonably possible for any Service Fees and payments for Spare Parts that had accrued but not yet been invoiced/paid as of the effective date of the expiration/termination.
Article 4. Standard of Services
4.1 Service Provider will use commercially reasonable efforts in its provision of the Services and will comply with all reasonable requests and instructions given by you in connection with this Agreement.
4.2 In providing the Services, Service Provider will comply with all relevant laws, regulations, licensing requirements, professional standards, and other rules/standards that apply to the Services.
Article 5. Confidentiality
5.1 The Parties acknowledge that they may disclose their confidential or other proprietary information (“Confidential Information”) to each other in the course of the performance of this Agreement. All Confidential Information provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement in written or other tangible form shall be clearly and conspicuously marked as “Confidential” or “Proprietary”. All Confidential Information provided in electromagnetic files or other digital data form (including email text) shall be clearly and conspicuously marked as “Confidential” or “Proprietary” within such file/email. All Confidential Information provided in oral or visual form shall be designated as confidential at the time of disclosure and confirmed in writing by the Disclosing Party to the Receiving Party within fourteen (14) days after the date of disclosure. The Receiving Party (i) shall use the Confidential Information only for the purposes of this Agreement, (ii) shall not disclose the Confidential Information to any third party, unless it obtains the prior written consent of the Disclosing Party, and (iii) shall disclose the Confidential Information only to its employees, directors, contractors, and advisers who have a reasonable need to know the Confidential Information, and who are bound by duties of confidentiality and limited use at least as strict as those stated herein. The obligations in this Article will survive the expiration or termination of this Agreement for a period of two (2) years.
5.2 Notwithstanding the foregoing, the confidentiality and limited use obligations set forth above shall not apply to Confidential Information that (i) was publicly available at the time of first disclosure by the Disclosing Party or becomes publicly available after the time of first disclosure through no fault of the Receiving Party, (ii) was already in the possession of the Receiving Party at the time of first disclosure, (iii) is received by the Receiving Party from an unrelated third party with no confidentiality obligations attached, (iv) is authorized for release by the Disclosing Party in writing, or (v) is the subject of a government or judicial subpoena or other order, provided that the Receiving Party promptly informs the Disclosing Party of the situation and allows the Disclosing Party to control any efforts to challenge the subpoena/order.
5.3 Within fourteen (14) days after the effective date of expiration or termination of this Agreement for any reason, the Receiving Party will (i) return to the Disclosing Party all copies of Confidential Information in its possession (whether in written or any other tangible form) and (ii) permanently delete all copies (including backup copies) of the Confidential Information contained in the Receiving Party’s computer disks or other electromagnetic storage media or in any other intangible form and certify the completion of such deletion in writing to the Disclosing Party.
Article 6. Amendment
No amendment or modification to this Agreement shall be effective unless evidenced by a writing executed by both Parties.
Article 7. Waiver
The failure at any time of either Party to enforce or require strict compliance with any provision of this Agreement shall in no way be construed as a waiver of such provision nor in any way be construed to affect the right of such Party to thereafter enforce that or any other provision of this Agreement.
Article 8. Severability
In the event that a court or other tribunal of competent jurisdiction at any time holds that any provision of this Agreement is illegal or unenforceable, such provision shall be severed from this Agreement, and the remainder of this Agreement shall not be affected thereby and shall continue in full force and effect.
Article 9. Entire Agreement
This Agreement, including any Exhibits attached hereto, contains the complete and entire understanding of the Parties with respect to the subject matter hereof and supersedes any prior negotiations, agreements, and understandings between the Parties with respect to such subject matter. Each Party specifically acknowledges that the other Party has made no representations or promises (written or oral) inducing execution of this Agreement other than those specifically stated herein.
Article 10. Force Majeure
Notwithstanding anything herein to the contrary, neither Party hereto shall be liable for its failure to perform any of its obligations hereunder if precluded by riot, epidemic, power or communication line outage, war (whether declared or undeclared), terrorist act, fire, flood, tidal wave, earthquake, or other natural disaster, nuclear accident, strike, lockout, or other labor trouble, acts or non-acts of any governmental entity or official, or any other cause beyond the reasonable control of the Party. If either Party wishes to invoke this provision, it shall promptly notify the other Party in writing of the nature of the force majeure and the affected obligations. The Party invoking this provision shall use its best efforts to minimize the effect of the force majeure.
Article 11. No Assignment/Successors and Assigns
11.1 Neither Party may assign or grant a security interest in any of its rights or delegate any of its obligations under this Agreement to a third party without the prior written consent of the other Party. Any purported assignment/grant of security interest/delegation made in violation of this provision shall be null and void. Notwithstanding the above, either Party may assign all of its rights and delegate all of its obligations under this Agreement without the consent of the other Party in the case of a merger or the sale of substantially all of the assets or stock of the assigning Party, provided that the assignee assumes all of the assigning Party’s obligations under this Agreement. No partial assignment or delegation shall be allowed in such a case.
11.2 Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit and be binding upon the Parties and their respective successors and assigns.
Article 12. No Third Party Beneficiary
This Agreement is solely for the benefit of the Parties and their successors and assigns, subject to the restrictions on assignment contained herein, and shall not be construed to confer any rights on any third parties.
Article 13. Headings For Reference Only
All headings in this Agreement are for reference only and shall not be considered in construing the meaning of this Agreement or the intent of the Parties.
Article 14. Governing Law and Dispute Resolution
14.1 This Agreement as well as all claims arising out of or in connection with this Agreement or the transactions contemplated by this Agreement (including all tort and other non-contract claims) shall be governed by and construed in accordance with the substantive laws of Singapore.
14.2 If any dispute arising out of or in connection with this Agreement or the transactions contemplated by this Agreement (including any tort and other non-contract claims) cannot be amicably resolved by the Parties, the exclusive forum for resolution of such dispute shall be Singapore court.
Description of Services