Terms & Conditions

Effective 1 Jan 2025

Interpretation

The following definitions and rules of interpretation apply in this agreement:

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Applicable Laws: all applicable laws, statutes, regulation and codes from time to time in force.

Business Day: a day, other than a Saturday, Sunday or public holiday in Singapore, when banks in Singapore are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Change Order: has the meaning given in clause 6.1.

Customer’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in a Statement of Work.

Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services, including the items provided pursuant to clause 5.1(d).

Deliverables: any output of the Services to be provided by the Supplier to the Customer as specified in a Statement of Work and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services (excluding the Supplier’s Equipment).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, created content related to Services in the Statement of Work, business names and domain names.

Service Period: the period for which the Services will be provided as specified under a Statement of Work.

Services: the services which are provided by the Supplier under a Statement of Work.

SoW Charges: the sums payable for the Services as set out in a Statement of Work.

Statement of Work: a detailed plan, agreed in accordance with clause 3, describing the services to be provided by the Supplier and the Service Period for their performance.

Supplier’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier to the Customer and used directly or indirectly in the supply of the Services, including any such items specified in a Statement of Work but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.

The Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

A reference to writing or written includes fax and e-mail.

Commencement and duration

This agreement shall commence on ___ and shall continue, unless terminated earlier in accordance with clause 13. (Termination), until either party gives to the other party written notice to terminate. Such notice shall be served no earlier than the ___ anniversary of the agreement commencement OR no earlier than the dates specified in the Service Periods
of associated Statements of Work.

If there are no uncompleted Statements of Work as at the date notice to terminate is served under clause 2.1 such notice shall terminate this agreement with immediate effect.

The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under clause 2.1.

The Supplier shall provide the Services from the date specified in the relevant Statement of Work.

Statements of Work

Each Statement of Work shall be part of this agreement and shall not form a separate contract to it.

Supplier's responsibilities

The Supplier shall use reasonable endeavours to complete the Services, and deliver the Deliverables to the Customer, in accordance with a Statement of Work in all material respects.

The Supplier shall appoint a manager in respect of the Services to be performed under each Statement of Work, such person as identified in the Statement of Work.. The Supplier may replace that person from time to time where reasonably necessary in the interests of the Supplier’s business.

Customer's obligations

The Customer shall:

co-operate with the Supplier in all matters relating to the Services;
appoint a manager in respect of the Services to be performed under each Statement of Work, such person as identified in the Statement of Work.;
provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under a Statement of Work or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete in all material respects;
obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, including in relation to the installation of the Supplier’s Equipment, the use of all Customer Materials and the use of the Customer’s Equipment insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment, in all cases before the date on which the Services are to start; and
comply with any additional responsibilities of the Customer as set out in the relevant Statement of Work.

If the Supplier’s performance of its obligations under this agreement is prevented or
delayed by any act or omission of the Customer, its agents, subcontractors, consultants
or employees then, without prejudice to any other right or remedy it may have, the Supplier
shall be allowed an extension of time to perform its obligations equal to the delay caused
by the Customer.

Change control

Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a relevant Change Order has been signed
by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

the Services;
the SoW Charges;
any of the other terms of the relevant Statement of Work.

If the Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

If the Customer wishes to make a change to the Services:

it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed change; and
the Supplier shall, as soon as reasonably practicable after receiving the information at clause 6.3(a), provide a draft Change Order to the Customer.

If the parties:

agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Statement of Work; or
are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 26.

Charges and payment

In consideration of the provision of the Services by the Supplier, the Customer shall pay the SoW Charges as set out in a Statement of Work

The Supplier shall invoice the Customer for the SoW Charges as specified in the Statement of Work.

The Customer shall pay each invoice submitted to it by the Supplier within thirty (30) days of receipt to a bank account nominated in writing by the Supplier from time to time.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date, the Supplier may
suspend part or all of the Services until payment has been made in full.

All sums payable to the Supplier under this agreement:

are exclusive of VAT. The Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Data protection

Each Party shall ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including, without limitation, the Personal Data Protection Act 2012 (“PDPA”) of the laws of the Republic of Singapore.

Intellectual property rights

This Agreement does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights developed or created by a party in relation to the business shall be owned by that Party (the “Created IPR”).

Each party grants to the other Party a non-exclusive, personal, royalty-free licence during the term of this Agreement to use its Created IPR in relation to the business to the extent necessary for the other party to carry out its obligations in relation to the Services.

Each party shall immediately give written notice to the other party of any actual, threatened or suspected infringement of any party’s Intellectual Property Rights (including Created IPR) used in connection with the Services of which it becomes aware.

Indemnity

The Customer will defend, indemnify and hold the Supplier harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys fees and court costs on a full indemnity basis) arising from or relating to any claims regarding elements or materials provided by or through Customer.

Confidentiality

Each party undertakes that it shall not at any time and for a period of five (5) years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2(a).

Each party may disclose the other party’s confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11.; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Limitation of liability

The Supplier’s maximum aggregate liability to the Customer for any and all claims arising out of or in connection with this Agreement, whether in an action under contract, tort or
any other theory, shall not exceed the total amount paid by the Customer to the Supplier in the preceding twelve (12) months or such amount as is paid to date if in the first twelve (12) months of this Agreement.

Nothing in this Agreement shall limit or exclude a party’s liability:

for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;
for fraud or fraudulent misrepresentation; or
for any other act, omission, or liability which may not be limited or excluded by law.

Subject to Clause 12.2, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business or for any indirect or consequential loss arising under or in connection with the agreement.

The Parties expressly agree that if any limitation or provision contained or expressly referred to in this Clause is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted.

Termination

Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party:

if the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified
in writing to make such payment;
if the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach
within a period of fifteen (15) days after being notified in writing to do so;
if the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it
having the intention or ability to give effect to the terms of this Agreement;
if the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 62 of the Bankruptcy Act 1995;
if the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than
for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;
if the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
if a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.1(d) to 13.1(i) (inclusive);
if the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or in accordance with Clause 15

Consequences of termination

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

Force majeure

No Party will be in breach of this Agreement or be liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances, or causes beyond its reasonable control. In such circumstances, the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

A force majeure event includes: an act of God, fire, flood, typhoon, storm, war, riot, civil
unrest, act of terrorism, strike, industrial dispute, outbreak of epidemic or pandemic illness,
events of quarantine or failure of utility service or transportation.

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

Waiver

No failure or delay by a Party to exercise any right or remedy provided under this
Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall
it prevent or restrict the further exercise of that or any other right or remedy. No single or
partial exercise of such right or remedy shall prevent or restrict the further exercise of that
or any other right or remedy.

Severance

If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

If any provision of this Agreement is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Entire agreement

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Rights of third parties

This Agreement is personal to the Parties (including any Parties who become a party to this Agreement by way of executing a Deed of Adherence). The provisions of the Contracts (Rights of Third Parties) Act 2001 do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to, or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Act 2001 to enforce this Agreement or to enjoy the benefit of any term of this Agreement.

Notices

All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient by hand, by courier, by registered post, by fax, or by email at its address set out above (or such other address as notified by the recipient to other parties from time to time), or as otherwise directed by the recipient by notice given in accordance with this clause.

Notices shall be deemed to have been duly given and received:

if delivered by hand or sent by courier, on the date of receipt;
if sent by registered post to an address in the same country, on the second (2nd) Business Day after posting; or if sent to an address not in the same country, on the fifth (5th) Business Day after posting;
if sent by fax, upon issue of a report confirming successful transmission to the sender; or
if sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee’s email address is wrong or that the message cannot be delivered).

Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Singapore.

Dispute Resolution

All disputes, controversies, or differences (the “Dispute“) arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall first be referred to mediation in Singapore, in accordance with the Law Society Mediation Rules for the time being in force

Sample Statement of Work

Service Period. The Services will start on Effective Date of ___ and continue for a minimum of _ year(s) that will automatically renew unless either party provides 2 months’ notice to terminate.

Services

Delivery and full assembly of _ units of Grobrix. The above image indicates 4 units of Grobrix assembled linearly.

Introductory training and presentation on the product, vertical farming methods and soilless growing.

Informal engagement and interaction
b. Nutrient optimization assistance
c. Harvesting guidance and assistance
d. Pest management and assistance
e. Delivery and transplanting of fresh seedlings onto the Grobrix wall.

Bi-annual offsite cleaning and full maintenance service of equipment.

Throughout the Services Period.
a. A dedicated WhatsApp chat for any queries or requests.
b. Same day in person attendance in the event of product mechanical or electrical
failure.

Client Responsibilities. The Client agrees to:

Provide a consistent supply of electricity for the Grobrix system.
Allow access to the site for regular servicing, bi-annual cleaning and when otherwise required.
Take due care of the Grobrix product and return it in the condition provided making exception for general wear and tear.
Make payment on time as outlined in the SoW Charges on 30 Day Net Payment Terms.
The Supplier reserves the right to suspend services in the event of late payments

SoW Charges

One time installation fee of SGD ___
a) Invoiced on date of installation.
b) Additionally charged if installation date cancelled or postponed with less than one week’s notice period.
c) Relocation Fees are charged depending on the complexity of the work up to the amount of the one-time installation fee.

Fully refundable security deposit of SGD ___
a) Waivable for full upfront payment of maintenance fees for the initial Service Period.
b) Returnable with the return of Grobrix units.
c) Once all outstanding invoices have been cleared

Monthly maintenance fees of SGD ___
a) First invoiced on date of installation for the month following.
b) Monthly payments accepted only for:

Automated invoicing and payment with no purchase order
Blanket purchase orders for the duration of the Service Period
Service Periods of one year or greater

c) Otherwise paid upfront and in full for the duration of the Service Period.

Decommission Fees
a) These are not charged in the event that:

All outstanding invoices have been settled.
Works align with the Supplier schedule and availability.

b) In the absence of these conditions, the Supplier reserves the right to charge a fee
for this equivalent to the installation fee.