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.
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.
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.
The Customer shall:
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.
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:
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:
If the parties:
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:
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.
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.
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:
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.
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:
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.
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:
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.
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.
Notices shall be deemed to have been duly given and received:
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:
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:
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:
b) In the absence of these conditions, the Supplier reserves the right to charge a fee
for this equivalent to the installation fee.