THIS AGREEMENT IS MADE
(1) HANAMI TECHNOLOGY PTE LTD (202007014Z, a company incorporated in SINGAPORE and having its principal office at 10 ANSON ROAD #27-15 INTERNATIONAL PLAZA, SINGAPORE (079903) (the “Company”); and
(2) <Name and NRIC/FIN or UEN of the Service Provider>, a company incorporated in <place of incorporation> and having its principal office at <registered address> (the “Service Provider”).
A. The Service Provider is in the business of providing RETAIL SALE VIA INTERNET.
B. The Company is willing to engage the Service Provider to provide these services in accordance with the terms and conditions of this Agreement.
IT IS HEREBY AGREED AS FOLLOWS
1. DEFINITIONS AND INTERPRETATIONS
1.1 Unless the context otherwise requires, the following words and expressions shall have the following meanings in this Agreement:
- “Agreement”: this Agreement including the Schedule;
- “Business Day”: a day other than a Saturday or Sunday, on which banks are open for normal business in Singapore;
- “Commencement Date”: <Date of commencement> (notwithstanding the date(s) of execution of this Agreement);
- “Confidential Information”: all information or data of a confidential or proprietary nature disclosed to or received by the Service Provider, which is labelled or designated as confidential or proprietary, relating to the products, services, business or proposed business, finances, transactions, staff and affairs of the Company, including Intellectual Property Rights and trade secrets;
- “Fee”: the meaning given to it in Clause 4.1 and all sums due to the Service Provider under this Agreement shall be payable in Singapore Dollars in Singapore;
- “Intellectual Property Rights”: any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case:
- whether registered or not;
- including any applications to protect or register such rights;
- including all renewals and extensions of such rights or applications;
- whether vested, contingent or future; and
- wherever existing.
- “Interest Rate”: interest shall accrue on any late payment at a rate of <interest rate> per annum calculated on a daily basis from the due date of the relevant payment until the date of payment. The Service Provider may include the interest accrued in its next invoice, as part of the amount to be paid by the Company;
- “Personal Data”: has the meaning set out in the Personal Data Protection Act (PDPA);
- “Services”: the services defined in the Schedule to this Agreement;
- “Works”: any and all materials, hard copy documents, hardware documents, operating or training manuals, instructions, notes and data in whatever form, including but not limited to hard copy and electronic form, prepared or produced by the Service Provider in providing the Services.
1.2 In this Agreement:
1.2.1 the Schedule is incorporated and form part of this Agreement;
1.2.2 references in this Agreement to statutory provisions shall be construed as references to those provisions as respectively replaced or amended or re-enacted from time to time; and
1.2.3 words importing the singular include the plural and vice versa, words importing a gender include every gender and references to persons include bodies corporate or unincorporated.
1.2.4 the headings are for convenience only and shall not be taken into account in the construction or interpretation of any of the provisions of this Agreement.
2 COMMENCEMENT AND DURATION
The Service Provider’s engagement under this Agreement will commence on the Commencement Date and will continue until the Services have been provided in full or until earlier termination of the Agreement in accordance with clause 14.
3 PROVISION OF SERVICES
3.1 During the Engagement, the Service Provider will provide the Services with reasonable care and skill and in accordance with this Agreement.
3.2 The Service Provider will as soon as reasonably practicable notify the Company if, for any reason at any time during the Engagement, it is unable to provide the Services as required by the Company.
3.3 The Service Provider will not:
3.3.1 hold itself out as having authority to bind the Company; nor
3.3.2 have any authority to incur any expenditure in the name of or on behalf of the Company, unless the Service Provider has obtained the prior written consent of the Company.
3.4 The Service Provider will provide personal instruments and/or equipment and/or computer equipment necessary for the provision of the Services and the Service Provider will be liable, at its own cost, to keep any such personal instruments and/or equipment and/or computer equipment in a safe and proper operating condition.
3.5 In providing the Services under this Agreement, the Service Provider and the Company acknowledge that this Agreement does not create a partnership, joint venture or agency relationship between them and is exclusively a contract for services between independent contracting parties.
[4.1 The Company will pay to the Service Provider in consideration of the provision of the Services the fee set out in the Schedule (the Fee), within __30___ days of receipt of an invoice submitted in accordance to clause 4.2.
4.2 The Service Provider will render one or more invoices on the basis set out in the Schedule to the Company in respect of the Fee.]
[4.1 The Company will pay to the Service Provider in consideration of the provision of the Services a fee of <amount> per month for the Services (the Fee), within _______ days of receipt of an invoice submitted in accordance to clause 4.2.
4.2 The Service Provider will render one or more invoices on the basis set out in the Schedule to the Company in respect of the Fee.]
4.3 All payments by the Company shall be made free and clear of and without deduction for or on account of all of any present or future taxes, levies or withholdings and without any set-off or counterclaim.
4.4 If any invoice (or any part of an invoice) remains unpaid at the due date for payment, such invoice will bear interest at the Interest Rate from the day after the due date for payment up to (and including) the date of payment of the invoice in full.
4.5 Acceptance of the Fee by the Service Provider will be without prejudice to any claims or rights which the Service Provider may have against the Company and will not constitute any admission by the Service Provider under this Agreement.
The Service Provider will be responsible for all out-of-pocket expenses and normal overhead expenditure incurred by it in the performance of its duties under this Agreement. For the avoidance of doubt, the Service Provider will be entitled to be reimbursed for all out-of-pocket expenses reasonably incurred by the Service Provider in the proper provision of the Services, subject to the production of such receipts or other evidence as the Company may reasonably require and will include any such expenses on invoices rendered pursuant to the Schedule.
6 LIMITATION OF LIABILITY
6.1 Without prejudice to clause 6.2, the maximum aggregate liability under this Agreement, whether in contract, shall not exceed the Fee and neither party shall be liable to the other for any indirect or consequential loss.
6.2 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.
The Service Provider shall indemnify and hold harmless the Company, against any and all damage, loss, claims, liabilities, expenses, demands or proceedings (including without limitation reasonable expenses of investigation and legal fees and disbursements incurred on a solicitor and client basis in connection with any action, suit or proceeding) arising out of or in connections with:
(a) the performance of the Company’s business;
(b) all acts and omissions by the Company in the performance of its business and operations; and
(c) the exercise of the Company’s rights and obligations under the Agreement.
8 CONFLICT OF INTEREST
8.1 The Service Provider warrants that to the best of his knowledge no conflict of interest exists or is likely to arise in the performance of his obligations under this Agreement.
8.2 The Service Provider shall not, during the course of this Agreement, engage in any activity likely to compromise the ability of the Service Provider to perform his obligations under this Agreement fairly and independently. The Service Provider shall immediately disclose to the Company any activity which constitutes or may constitute a conflict of interest. Notwithstanding this clause 8.2, the Service Provider shall be at liberty to allocate his time on other businesses within the Project period.
The Service Provider will maintain in force during the Company’s engagement liability insurance and public liability insurance in respect of the provision of the Services.
10 CONFIDENTIAL INFORMATION
10.1 The Service Provider will not, during the period of this Agreement, without the prior written approval of the Company (such approval not to be unreasonably withheld), use for its own benefit or for the benefit of any other person, firm, company or organisation or directly or indirectly divulge or disclose to any person any Confidential Information which has come, or may come, to the Service Provider’s knowledge during or in connection with the Engagement.
10.2 The restrictions contained in this Clause will not apply to:
10.2.1 any Confidential Information which is already in or (otherwise than through the Service Provider’s unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; or
10.2.2 any use or disclosure authorised by the Company or as required by law.
11 INTELLECTUAL PROPERTY
The Company acknowledges that the Service Provider provides no warranties in relation to the Intellectual Property Rights in the Works. The Service Provider excludes all liability to the Company (to the extent permissible by law) that may arise in relation to the Intellectual Property Rights after the date of this Agreement.
12 DATA PROTECTION
The Service Provider will comply in all material respects with its respective obligations under the PDPA in relation to the management or protection of Personal Data which the Service Provider processes in the provision of the Services under this Agreement.
13 OBLIGATIONS OF THE COMPANY
13.1 The Company will provide the Service Provider such access to its premises and to information, records and other materials of the Company as the Service Provider may reasonably require to enable the Service Provider to provide the Services.
13.2 The Company will:
13.2.1 make available such working space and facilities at its premises as the Service Provider considers necessary for the Service Provider to provide the Services; and
13.2.2 agree with the Service Provider to schedule work to the best convenience of both parties.
14.1 Either party may terminate this Agreement by giving no less than 14 days’ written notice to the other party.
14.2 The Service Provider may, by written notice to the Company and at any time, terminate this Agreement with immediate effect without liability to pay any compensation or damages if:
14.2.1 the Company commits any serious or repeated breach or non-observance of any of the terms or conditions of this Agreement, and for the avoidance of doubt, a failure to pay the Fee on the due date will be treated as a serious breach; or
14.2.2 the Company or any of its directors, officers, employees or agents commits an act of fraud or dishonesty, or acts in any manner which in the reasonable opinion of the Service Provider brings, or is likely to bring, the Service Provider into disrepute; or
14.2.3 the Company makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Company.
14.3 The Company may, by written notice to the Service Provider and at any time, terminate this Agreement with immediate effect with no further obligation to make any further payment to the Service Provider (other than in respect of amounts accrued prior to the Termination Date) if:
14.3.1 the Service Provider commits any serious or repeated breach or non-observance of any of the terms or conditions of this Agreement; or
14.3.2 the Service Provider is guilty of any act of fraud or dishonesty, or acts in any manner which in the reasonable opinion of the Company brings, or is likely to bring, the Company into disrepute; or
14.3.3 the Service Provider makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Service Provider.
14.4 Neither party will be in breach of this Agreement if there is any total or partial failure of performance due to any act of God, fire, act of government or state, war, civil commotion, labour disputes of whatever nature and any other reason beyond the control of either party (each a Force Majeure Event).
15 OBLIGATIONS UPON TERMINATION
The Service Provider will as soon as reasonably practicable upon the termination of this Agreement, surrender all computer programs, reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (on whatever media and wherever located) any keys and any other property of the Company that have been received by the Service Provider during the course of providing the Services.
The Service Provider shall not sub-contract or otherwise arrange for another person to perform any part of this Agreement or to discharge any of his obligations under any part of this Agreement without the prior written consent of the Company.
17.1 Notices under this Agreement shall be in writing and sent to the recipient’s registered office as set out on the first page of this Agreement (or email address set out below). Notices may be given, and shall be deemed received:
17.1.1 by registered post: on receipt of delivery by the postal authorities;
17.1.2 by hand: on delivery;
17.1.3 by email to <Service Provider’s and Company’s email addresses>: on receipt of a delivery.
17.2 This clause does not apply to notices given in legal proceedings or arbitration.
18 ENTIRE AGREEMENT
18.1 The parties agree that this Agreement constitutes the entire agreement between them relating to the Engagement and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
18.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
18.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
20 REMEDIES AND WAIVER
20.1 Any remedy or right conferred upon the Service Provider for breach of this Agreement will be in addition to and without prejudice to all other rights and remedies available to it by law.
20.2 Any waiver of any breach of this Agreement shall not be deemed to apply to any succeeding breach of the provision or of any other provision of this Agreement. No failure to exercise and no delay in exercising on the part of any of the Parties any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
21 GOVERNING LAW AND JURISDICTION
The Agreement shall be governed by and construed in accordance with the laws of Singapore [and the parties agree to submit to the <exclusive/non-exclusive> jurisdiction of the Singapore courts].