Terms and Conditions
1. Applicability
(a) These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Mission.Plus Pte. Ltd. (UEN 201939593W), a company incorporated under the laws of Singapore with its registered office at 160 Robinson Road, #14-04, Singapore, 068914 ("Mission Plus") to the customer set forth in the Proposal ("Customer").
(b) The Proposal and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Proposal, the Proposal shall govern.
2. Services
Mission Plus shall provide the services to Customer as described in the Proposal (the "Services") in accordance with these Terms. Customer acknowledges and agrees that Mission Plus may use subcontractors and consultants to perform some of the Services to be provided under this Agreement.
3. Performance Dates
Mission Plus shall use reasonable efforts to meet any performance dates specified in the Proposal, and any such dates shall be estimates only.
4. Customer's Obligations
Customer shall:
(a) Cooperate with Mission Plus in all matters relating to the Services and provide such access to Customer's premises, and such office accommodation and other facilities as may reasonably be requested by Mission Plus, for the purposes of performing the Services;
(b) respond promptly to any Mission Plus request to provide direction, information, approvals, authorisations, or decisions that are reasonably necessary for Mission Plus to perform Services in accordance with the requirements of this Agreement;
(c) provide such Customer materials or information as Mission Plus may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
(d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
5. Customer's Acts or Omissions
If Mission Plus's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Mission Plus shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Change Orders
(a) If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Mission Plus shall, within a reasonable time after such request, provide a written estimate to Customer of: (i)the likely time required to implement the change; (ii)any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any other impact the change might have on the performance of this Agreement.
(b) Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with this Section.
(c) Mission Plus may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Proposal.
7. Fees and Expenses; Payment Terms; Interest on Late Payments
(a) In consideration of the provision of the Services by Mission Plus and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Proposal.
(b) Customer shall pay all invoiced amounts due to Mission Plus within 30 days from the date of Mission Plus's invoice. Customer shall make all payments hereunder in US dollars by wire transfer.
(c) In the event payments are not received by Mission Plus within 30 days after becoming due, Mission Plus may:
(i) charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
(ii) suspend performance for all Services until payment has been made in full.
8. Taxes
Customer shall be responsible for all goods and services tax, value added tax and any other similar taxes, duties and charges of any kind imposed by any governmental entity on any amounts payable by Customer hereunder.
9. Intellectual Property
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively,"Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Mission Plus in the course of performing the Services, including any items identified as such in the Proposal (collectively, the "Deliverables") except for any Confidential Information of Mission Plus or Pre-Existing Materials shall be owned exclusively by the Customer. "Pre-Existing Materials" means all documents, data, know-how, methodologies, software, and other materials provided by or used by Mission Plus in connection with performing the Services, in each case developed or acquired by the Mission Plus prior to the commencement or independently of this Agreement.
10. Data Protection
If Mission Plus has access to or is required to process personal data during performance of Services under this Agreement, Mission Plus shall comply with all its obligations under applicable laws and regulations on data protection, including but not limited to the Personal Data Protection Act 2012 of Singapore (“PDPA”).
11. Confidentiality
The parties acknowledge that to perform the Services one party may disclose to the other confidential and/or sensitive information ("Confidential Information"). The party disclosing information is referred to as the "Disclosing Party" and the party receiving information as the "Receiving Party". Confidential Information shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party's business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information. The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers, employees, consultants, and subcontractors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section; and (b) use Confidential Information in furtherance of its performance of the Agreement, and not for any other purpose or for the benefit of any third party. These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; or (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party.
12. Representation and Warranty
(a) Mission Plus represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workman like manner in accordance with generally recognised industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
(b) Mission Plus shall not be liable for a breach of the warranty set forth in Section 12(a) unless Customer gives written notice of the defective Services, reasonably described, to Mission Plus within 10 days of the time when Customer discovers or ought to have discovered that the Services were defective.
(c) Subject to Section 12(b), Mission Plus shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate.
(d) THE REMEDIES SET FORTH IN SECTION 12(c) SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND MISSION PLUS'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(a).
13. Disclaimer of Warranties
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12(a) ABOVE, MISSION PLUS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTYOF FITNESS FOR A PARTICULAR PURPOSE; OR (C)WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BYLAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
14. Limitation of Liability
(a) IN NO EVENT SHALL MISSION PLUS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MISSION PLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL MISSION PLUS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO MISSION PLUS PURSUANT TO THE PROPOSAL.
15. Termination
Each party may terminate this Agreement by giving written notice of two months. In addition to any remedies that may be provided under this Agreement, Mission Plus may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
(a) fails to pay any amount when due under this Agreement and such failure continues for 30 days after Customer's receipt of written notice of nonpayment;
(b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganisation, or assignment for the benefit of creditors.
16. Waiver
No waiver by Mission Plus of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Mission Plus. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
17. Force Majeure
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Mission Plus hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, global health pandemics (e.g.Covid-19), or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimised. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon 10 days' written notice.
18. Non-Solicitation
During the term of this Agreement and for a period of 12 months there after, neither party shall, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement who is then in the employ of the other party. If either party breaches Section 18, the breaching party shall, on demand, pay to the non-breaching party a sum equal to one year's basic salary or the annual fee that was payable by the claiming party to that employee, worker, or independent contractor plus the recruitment costs incurred by the non-breaching party in replacing such person.
19. Insurance
Mission Plus shall procure and maintain for the performance of this Agreement workmen’s compensation insurance, public liability insurance and other relevant insurance to provide coverage at least sufficient to cover its maximum potential liability pursuant to this Agreement in the event of any damage, loss or injury (including death) to any person or property arising from or in connection with Mission Plus’s provision of Services to Customer. Mission Plus shall furnish details of these insurance(s) they have secured, upon request by Customer.
20. Non-Exclusivity
Mission Plus retains the right to perform the same or similar type of services for third parties during the term of this Agreement.
21. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.
23. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of Singapore without giving effect to any choice or conflict of law provision or rule (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Singapore.
24. Disputes
In event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination(the "Dispute"), a Party may give notice to the other Parties to submit the Dispute to mediation to the Singapore Mediation Centre ("SMC"). If the Parties agree to submit such Dispute to SMC, the Parties will have 30 days from the date of submission of such Dispute to SMC to resolve such Dispute in accordance with SMC's Mediation Procedure in force for the time being. Unless otherwise agreed by the Parties, the mediator(s) will be appointed by SMC and the mediation will take place in Singapore in the English language and the Parties shall be bound by any settlement agreement reached. If the Parties do not agree to submit the Dispute to SMC or the Parties are unable to resolve the Dispute through mediation during the period set out in this Section, in such case, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
25. Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, internationally recognised overnight courier, or email. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
26. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
27. Survival
Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Disputes and Survival.
28. Amendment and Modification
This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorised representative of each party.
