2. APPLYING FOR THE SERVICES
3. SCOPE OF SERVICES
By signing the Quotation, Customer agrees to be bound by and shall comply with this Agreement. In the event of conflict between these terms and conditions and EIPL' various standard terms and conditions, the former shall prevail.
3.1 EIPL shall provide the following services during the term of this Agreement: -
3.1.1 the Deliverables; and
3.1.2 Web/Mobile Site Maintenance & Support Services
(collectively referred to as "the Services")
3.2 EIPL shall deliver all Deliverables for the Web/Mobile Site and provide the Web/Mobile Site Maintenance & Support Services in the manner set out in the Quotation and for the period of time and Fees stated therein. Full descriptions and details of the Services can be found in the Quotation.
3.3 EIPL agrees to comply with all reasonable requests of the Customer as to the manner of delivery of all Deliverables, which may include delivery by electronic means.
4. GRANT OF LICENCE
4.1 EIPL hereby grant to Customer a non-exclusive and non-transferable licence to access and/or upload or cause to be posted file and/or any content onto EIPL' network and a non-exclusive licence to use any software product ("Software") provided by EIPL and any accompanying documentation for the purpose it is provided for under this Agreement and not for any other purpose.
4.2 EIPL however reserves the right to revoke such licence in the event that it is found that Customer is using the software for purposes other than the purpose for which it is provided for under this Agreement.
5.1 Customer shall pay to EIPL the Fees.
5.2 EIPL may require full or part payment of the Fees prior to commencement of any work in respect of the Services as a condition of this Agreement.
5.3 Except as stated in Clause 5.2, EIPL shall invoice for the Services upon completion and delivery of the Services stated in the Quotation.
5.4 Additional charges at EIPL' prevailing charges will be charged for any additional services in excess.
5.5 Interest at the rate of 8% p.a. is payable on payment outstanding 30 days after due date.
5.6 Customer shall notify EIPL in writing of any disputed charges within 14 days of the date of the invoice, failing which the Customer shall be deemed to have waived any right to dispute such amounts.
5.7 Failure of Customer to fully pay any part or whole of the Fees when due shall be deemed a material breach of this Agreement justifying suspension of the performance of the Services and/or termination of this Agreement at EIPL' option. Any suspension or termination does not relieve the Customer from the obligation to pay all amounts due to EIPL under this Agreement. In the event of a suspension and upon reactivation request by the Customer, reactivation of services will only be performed during EIPL' regular office hours (Mon - Fri: 9am - 5pm).
6. TESTING AND ACCEPTANCE
6.1 EIPL shall conduct all tests which in its opinion are relevant to be conducted in respect of the Deliverables. All necessary corrections as a result of such testing shall then be made prior to delivery to the Customer. Upon receipt of a Deliverable, the Customer shall have a period of 7 days within which to test the Deliverable ("the Acceptance Period") and to notify EIPL in writing of its acceptance or rejection based on its test results with respect thereto. If no notice of rejection is given within the Acceptance Period, the Deliverable will be deemed to be accepted. [Where all Deliverables have been delivered and accepted by the Customer, payment for the Deliverables shall become due and payable].
6.2 If the Customer requests that EIPL correct errors in any Deliverable, EIPL shall have 3 days of such notice or such longer period as is reasonable in the circumstances submit at no additional charge, a revised Deliverable in which such errors have been corrected. Upon receipt of the corrected Deliverable, the Customer shall have an additional 3 days to test the Deliverable and either accept it and make payment of the Fees due and payable or request EIPL to make further corrections to the Deliverable to meet the Specifications and repeat the correction and review procedure set forth in this Clause 6.2.
6.3 For the avoidance of doubt, the "errors" referred to in Clause 6.2 refer to any failure of the Web/Mobile Site to meet the Specifications and/or to operate with the Platform.
7. EIPL' WARRANTIES
7.1 EIPL warrants that it shall use its best endeavours to provide the Services in accordance with the Quotation.
7.2 Except as specifically stated herein, EIPL grants no other warranties (other than as provided set out above) regarding the fitness for purpose, performance, use, quality or merchantability of the goods, whether express or implied, by statute at common law or otherwise howsoever.
8. CUSTOMER'S WARRANTIES AND UNDERTAKINGS
8.1 Customer warrants that as regards the Customer Content and Web/Mobile Site:-
8.1.1 they will not infringe the copyright, trademark, trade name, designs, patent, know-how, any industrial property or intellectual property of any third party or entity;
8.1.2 they will not be or be likely to be obscene, offensive, illegal, scandalous or libellous or defamatory of any person or entity and Customer will indemnify EIPL against any liability in respect thereof and shall pay all costs and expenses which may be incurred thereto;
8.1.3 they are legal, decent, honest and comply with the requirements of EIPL and that of any prevailing Singapore law and they do not breach any codes, standards or requirements of any relevant authority or body or industry codes of practice;
8.1.4 they do not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature;
8.1.5 they has the right or obtained all necessary licences, copyrights, approvals and permissions from all relevant authorities and parties to use the Customer Content in the form of materials, photographs, names or representations in respect of provision of the Services and if any demand, claim or criminal charge arising therefrom is made against EIPL, it will indemnify EIPL from any such costs damages, fines, penalties or charges;
8.1.6 it is authorized, entitled to permit EIPL to use the Customer Content in relation to the Services;
8.1.7 all statements, representations (including but not limited to pictorial representations) and references found in the Web/Mobile Site are accurate and true and not defamatory of any person;
8.1.8 it is solely responsible for and liable in respect of the content, accuracy and completeness of the Customer Content and Web/Mobile Site, EIPL shall not bear any responsibility nor liability for any damages or losses whatsoever suffered or incurred by any party through the use of the information provided by the Web/Mobile Site; and
8.1.9 the individual who signs on his behalf is duly authorized to enter into this Agreement.
8.2 Customer undertakes to EIPL that:-
8.2.1 it shall make prompt payment of the Fees and all other sums due under this Agreement; and
8.2.2 it shall be responsible for its own independent back up of data stored on EIPL servers. EIPL is not responsible for any loss of information or date.
9. INTELLECTUAL PROPERTY
9.1 All copyright and intellectual property to the Web/Mobilesite development and design layout programming and all graphics produced by EIPL shall belong to the property of EIPL without withhold in full. Any additional materials provided by the Customer shall be returned to the Customer upon request within the given time frame of three (3) months after the activation of services.
9.2 If not specifically assigned in writing to the Customer, EIPL retains all copyrights and intellectual property right to any and all material, designs, discoveries, products, programs, routines, procedures, processes, formulas, know-how, techniques, improvements, developments, drawings, notes, documents, elements, information and materials made, conceived or developed by EIPL alone or with others in the performance of the Services.
9.3 For the avoidance of doubt, all modifications to the Web/Mobilesite shall automatically become the copyright or intellectual property right of EIPL until all outstanding fees are paid.
9.4 Customer agrees that EIPL may retain a copy of the original site to be displayed in EIPL' portfolio.
10. EXCLUSION OF LIABILITY AND INDEMNITY
10.1 EIPL and its agents shall not be liable to Customer or any third party for any indirect or consequential loss or damage or for any loss of data, profit, revenue or business, whatsoever and howsoever caused whether arising out of any negligence (with the exception of death or personal injury resulting from negligence) or breach of these terms and conditions or otherwise even if that loss or damage was foreseeable by, or the possibility of it was brought to the attention of EIPL. In the event that EIPL is liable for any loss, damage or claim, its liability shall not exceed 100% of the Fees received by it from Customer. Such limitation does not however cover the case of death or personal injury resulting from negligence.
10.2 Customer shall indemnify and hold EIPL, its associates, business partners or employees harmless at all times against all actions, proceedings, costs, claims, expenses (including legal costs on a fully indemnity basis), losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever which EIPL may sustain, incur, suffer, or paying arising out of, in connection with or pursuant to, these terms and conditions or to the use of the Services by Customer or any act or omission of the Customer thereof, in particular in relation to any breach and / or non- compliance by the Customer of the terms and conditions herein. This indemnity shall be separate and independent obligation from any other obligation owing to EIPL.
11. TERM AND TERMINATION
11.1 This Agreement shall commence on the date of signing of the Quotation and continue without limitation unless earlier terminated due to the happening of any one or more of the following events:-
11.1.1 Customer has breached any of the terms and conditions of this Agreement;
11.1.2 if Customer is unable to pay its debts when due or commits an act of bankruptcy or insolvency;
11.1.3 if Customer ceases or threatens to cease carrying on its business carried on as at the date hereof;
11.1.4 if any resolution is passed or a petition is presented against Customer for bankruptcy liquidation winding-up or dissolution or for the appointment of a judicial manager, or a liquidator receiver trustee judicial manager or similar official is appointed or if execution or any form of action is levied or taken against any of the Licensee's assets;
11.1.5 if there is any change or threatened change of circumstances which would materially and adversely affect the business or financial condition of Customer or its ability to perform its obligations under this Agreement; and
11.1.6 ifCustomer has acted dishonestly in its dealings with EIPL under this Agreement or made any misrepresentations whatsoever.
11.2 In the event of termination of this Agreement for whatever reason:-
11.2.1 EIPL may remove Customer's Web/Mobile Site from the Server;
11.2.2 EIPL may immediately cease provision of the Web/Mobile Site Maintenance and Support Services;
11.2.3 EIPL is entitled to immediately receive payment of Fees in respect of all Services provided up to the date of termination;
11.2.4 All outstanding fees due under the Agreement for the remainder of the Term or renewed term shall become immediately due and payable; and
11.2.5 Any antecedent rights and liabilities of either party shall not thereby be prejudiced or impaired.
12. GOODS AND SERVICES TAX (GST)
All prices quoted shall be exclusive of Goods and Services Tax (GST) and any relevant taxes and duties. Customer shall be liable for any GST and relevant taxes and duties at the prevailing rates prescribed by the laws of Singapore or any other relevant laws.
13.1 Customer shall not be entitled to assign, transfer, dispose, sub-contract the benefit and/or burden of this Agreement to any party without EIPL' prior written notice.
13.2 EIPL shall be entitled to assign, transfer, dispose, sub-contract or in any manner make over the benefit and/or burden of this Agreement to an Affiliate or to any company which it may merge or to any company to which it may transfer its assets and undertaking provided that such Affiliate or other company undertakes and agrees in writing to assume, observe and perform the rights and powers and/or duties and obligations of EIPL under the provisions of this Agreement being assigned transferred or otherwise made over.
13.3 This Agreement shall be binding upon the successors and assigns of the parties and the name of a party appearing herein shall be deemed to include the names of its successors and assigns provided always that nothing shall permit any assignment by either party except as expressly provided.
The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power privileges that it has or may have hereunder operate as a waiver of any breach or default by the other party.
15. AMENDMENT AND SEVERABILITY
None of the provisions herein may be varied or amended except by the written agreement of the parties and signed by their respective authorized representatives thereof. In the event that any provision of this Agreement is found to by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal for any reason, such invalidity, unenforceability or illegality shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties. Each party confirms that it has not relied on any representation not recorded in this document inducing it to enter into this Agreement.
17. FORCE MAJEURE
Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement as a result of any cause beyond its reasonable control; including but not limited to acts of God, acts of governments, acts of terrorism, hostilities between nations, war, strikes, boycotts, lockouts, industrial and labour dispute, infectious diseases epidemics as well as travel restrictions due to such events. If such delay or failure continues for at least 90 days, either party will be entitled to terminate this Agreement by notice in writing.
18. GOVERNING LAW
This Agreement is governed by the laws of Singapore and the parties hereby agree to be bound by the non-exclusive jurisdiction of the Singapore courts.
19. CONTRACTS (RIGHT OF THIRD PARTIES)
Nothing in this Agreement shall confer on any person who is not a party to this Agreement a right to enforce any terms of this Agreement and the provisions of the Contracts (Rights of Third Parties) Act (Chapter 53B) which might otherwise be interpreted to confer such rights to such persons shall not apply and are expressly excluded from applying to this Agreement and no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of this Agreement.