SOFTWARE AS A SERVICE AGREEMENT
1. Your Agreement
1.1. RIMM SUSTAINABILITY PTE. LTD. (Company Registration No. 201731339Z), a company incorporated in Singapore with its registered address at 4 SHENTON WAY, #15-04 SGX CENTRE II, SINGAPORE 068807 (“Rimm”) has developed a Software as a Service solution which it makes available to subscribers via the internet on a pay-per-use basis.
1.2. This Software as a Service Agreement (this “Agreement”) forms a contract between you (the “Customer”) and us and governs your use of the Services (as defined below).
1.3. Please read the terms and conditions set out in this Agreement carefully and in their entirety. By registering for, creating or being assigned an Account (as defined below) and using the Services, you acknowledge that you have read, understood, accept and agree to be bound by this Agreement. This Agreement is effective upon the date that you register for, create or are assigned an Account and use the Services.
1.4. For the avoidance of doubt, this Agreement, which governs the use of the Services, apply to any Customer, whether they are a paying or non-paying Customer.
1.5. To the maximum extent permitted by applicable law, we reserve the right to unilaterally make amendments to this Agreement from time to time at our sole discretion and without prior notice to you. You should check back on Rimm’s website often to confirm that your copy and understanding of this Agreement is current and correct. We may notify you of any amendments from time to time but we are not obliged to do so. Any lack of notification shall not affect any of our rights under this Clause 1.5 or under any other provision of this Agreement.
1.6. Your non-termination or continued use of our Services after the effective date of any amendments, changes, or updates constitutes your acceptance of this Agreement, as modified by such amendments, changes, or updates. Your only recourse in the case of your unwillingness to be bound by this Agreement is to stop using our Services.
NOW IT IS HEREBY AGREED as follows:
2. Definition And Interpretation
In this Agreement:
“Account” means an account that the Customer opens with Rimm for the usage of the Services.
“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday in Singapore) on which banks are open for business in Singapore.
“Customer Data” has the meaning ascribed to it in Clause 5.1(a).
“Derived Information” has the meaning ascribed to it in Clause 5.7.
“EULA” has the meaning ascribed to it in Clause 4.1(a).
“Fees” means the fees payable by the Customer to Rimm for the Services.
“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679).
“Initial Term” means the initial term of subscription of the Services.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks, trade names and domain names, trade secrets, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including Proprietary Information and know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“PDPA” means the Personal Data Protection Act 2012 of Singapore.
“Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the organization has or is likely to have access.
“Proprietary Information” means Customer Data and Rimm Data.
“Rimm Data” has the meaning ascribed to it in Clause 5.1(b).
“Rimm Entities” means Rimm and its holding companies, subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, licensors, contractors, subcontractors, customers and suppliers (including all equipment and technology suppliers).
“Service Plan” means the service plan to which the Customer has subscribed.
“Services” means the subscription services provided by Rimm to the Customer under this Agreement via a platform available at https://platform.rimm.io or any other website notified to the Customer by RIimm from time to time, as more particularly described in the Service Plan.
“SIAC” has the meaning ascribed to it in Clause 29.
“SLA” means the service level agreement set out in Schedule 1.
“Software” means the online software applications provided by Rimm as part of the Services, and all updates, upgrades, releases, and versions thereof, including:
(a) the source code and object code; and
(b) all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays in the user interface.
“Software Documentation” means all and any documentation (whether in human or machine-readable form) relating to the Software, including all:
(a) documents made available to the Customer by Rimm online via https://platform.rimm.io or such other web address notified to the Customer by Rimm from time to time;
(b) operating manuals, user instruction manuals, and training materials; and
(c) documents associated with the creation, design, development, or modification of the Software, including technical or functional specifications, flow charts, algorithms, architectural diagrams, data models, build instructions, testing or configuration documentation, and technical data.
“Surviving Provisions” means Clauses 5 (Proprietary Information and Personal Data Protection), 11 (Limitation of Liability), 25 (Notices) and 29 (Governing Law and Resolution of Disputes).
“Third-Party Materials” has the meaning ascribed to it in Clause 10.5.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.
(a) Clause, Schedule, and paragraph headings shall not affect the interpretation of this Agreement.
(b) The Schedules form 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 Schedules.
(c) References to Clauses and Schedules are to the clauses and schedules of this Agreement.
(d) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
(e) A reference to writing or written includes fax and email.
(f) Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
(g) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, a corporation, or an unincorporated body (whether or not having a separate legal personality).
(h) The expression “Affiliate” means with respect to any person, any other person directly or indirectly Controlling, Controlled by, or under common Control with, such person. The expression “Control” (including its correlative meanings, “Controlling”, “Controlled by” and “under common Control with”) shall mean the power of a person to directly or indirectly secure (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating another person or otherwise) that the affairs of such other person are conducted in accordance with its wishes.
3. Services And Support
3.1. On and subject to the terms and conditions of this Agreement, Rimm shall provide to the Customer the Services and make available the Software Documentation according to the Service Plan.
3.2. Rimm shall, as part of the Services and in consideration of the Fees, provide the Customer with reasonable technical support in accordance with the SLA. The Customer may purchase enhanced support services separately at Rimm’s then current rates.
4. Customer’s Undertakings
4.1. In using the Services, the Customer agrees that it shall comply, and shall procure that any of its agents who use the Services shall comply, at all times with:
(a) the terms and conditions of any end user licence agreement entered into by Rimm and any agent of the Customer who uses the Services, as displayed on Rimm’s website and as may be amended from time to time (“EULA”);
(b) the terms and conditions of this Agreement and any other agreement entered into with Rimm in connection with the Services; and
(c) all applicable laws and regulations regulating the use of the Services.
4.2. The Customer shall:
(a) at its own cost, obtain and maintain any equipment and ancillary services necessary to connect to, access, or otherwise use the Services (including cables, modems, routers, servers, computer hardware and software), and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s equipment and ancillary services or caused by the internet;
(b) maintain the security of the Customer’s account(s) for using the Services, including the password(s) to such account(s) and all information contained in such account(s);
(c) provide Rimm with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by Rimm,
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(d) perform its obligations set out herein with reasonable diligence and despatch, and with reasonable skill and expertise, and not allow its interests to conflict with its duties under this Agreement. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Rimm may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e) obtain and maintain all necessary licences, consents, and permissions necessary for Rimm, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services; and
(f) ensure that its network and systems comply with the relevant specifications provided by Rimm from time to time.
4.3. The Customer shall not, directly or indirectly:
(a) reverse engineer, decompile, reverse compile, disassemble, or otherwise reduce to human-perceivable form, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Services or any part of the Software;
(b) copy, modify, duplicate, translate, or create derivative works based on, frame, mirror, republish, download, display, transmit, or distribute the Services or any part of the Software and/or Software Documentation in any form or media or by any means;
(c) access all or any part of the Services and Software Documentation in order to build a product or service which competes with the Services and/or Software Documentation;
(d) use the Services, any part of the Software and/or Software Documentation to provide services to third parties;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Software Documentation available to any third party;
(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Software Documentation, other than as provided under this Clause 4; or
(g) introduce or permit the introduction of, any Virus or Vulnerability into Rimm’s network and information systems.
4.4. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property,
and Rimm reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clause 4.4.
4.5. The Customer acknowledges and agrees that Rimm may, although it has no obligation to do so, monitor the Customer’s use of the Services and may discontinue the Customer’s use of the Services where Rimm believes that such use is or may be in breach of this Agreement or any law.
4.6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or Software Documentation and, in the event of any such unauthorised access or use, promptly notify Rimm.
4.7. The Customer shall at its expense defend, indemnify and hold harmless the Rimm Entities from and against any and all claims, actions, proceedings, costs, expenses, losses, fines, damages, or liabilities (including legal fees on a full indemnity basis) that are threatened, asserted or filed against Rimm that may arise directly or indirectly out of or in connection with any actual or alleged:
(a) infringement by the Customer of any third party’s rights (including but not limited to Intellectual Property Rights);
(b) breach by the Customer of any duties or obligations owed to any third party (including but not limited to contractual obligations or fiduciary duties); or
(c) breach of any of the Customer’s representations, warranties, undertakings or such other obligations under this Agreement.
5. Proprietary Information And Personal Data Protection
5.1. The Parties acknowledge and agree that, to enable the provision of the Services:
(a) the Customer has disclosed or may disclose information or data (including any information regarding the business, management, or structure of the Customer) to Rimm which is not public knowledge (“Customer Data”);
(b) Rimm has provided the Software Documentation to the Customer and has disclosed or may disclose other information or data (including any information regarding existing or planned features, functionality, and performance of the Software) to the Customer which is not public knowledge (“Rimm Data”); and
(c) the Customer has disclosed or may disclose the Personal Data of individuals (including its customers and employees) to Rimm.
5.2. Customer Data belongs to the Customer. The Customer owns all rights (including all Intellectual Property Rights), title, and interest in and to Customer Data. Notwithstanding the foregoing, the Customer grants Rimm a perpetual, irrevocable, non-exclusive, sublicensable, transferable and worldwide licence to allow Rimm to use, sell or otherwise commercially exploit the Customer Data.
5.3. Rimm Data belongs to Rimm. Rimm and/or its licensors own all rights (including all Intellectual Property Rights), title, and interest in and to Rimm Data, as well as any and all improvements, enhancements, or modifications to the Software, and any applications, inventions, or other technology developed in connection with the Software. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights (whether registered or unregistered), or any other rights or licences in respect of the Services, Software or Software Documentation. The Customer shall not at any time do anything to impair, infringe, modify, alter or tamper with the Software or Software Documentation (including the Intellectual Property Rights in the Software and Software Documentation).
5.4. Each Party agrees to take reasonable precautions to protect and keep confidential the Proprietary Information of the other Party and not to use (except in performance of the Services or otherwise consented to by the other Party) or disclose the Proprietary Information of the other Party to any third party.
5.5. The obligation under Clause 5.4 shall not apply in respect of any Proprietary Information that:
(a) is or becomes generally available to the public other than through a breach of this Agreement;
(b) was disclosed to a Party by a third party who does not owe the other Party an obligation of confidence in relation to it; or
(c) is required to be disclosed by law, save that where such disclosure is required and where legally permitted to do so, the disclosing Party will give reasonable and prompt advance notice of such disclosure requirement to the other Party in order to give the other Party reasonable opportunity to object to and contest such disclosure; and the disclosing Party will use reasonable efforts to secure confidential treatment of any such information that is required to be so disclosed.
5.6. Each Party shall limit access to Proprietary Information to those of its employees and subcontractors for whom such access is reasonably necessary for the proper performance of this Agreement and shall keep such Proprietary Information confidential in a secure environment, using at least the same degree of care (but no less than a reasonable degree of care) as it applies with respect to the protection of its own similar Proprietary Information and ensuring that their employees and subcontractors are subject to equivalent obligations of confidentiality.
5.7. For the avoidance of doubt, Rimm has the right to collect and analyze any data and information relating to the provision, use, and performance of various aspects of the Software and related systems and technologies, including any Personal Data or data or information of or derived from the Customer’s use of the Services (“Derived Information”). Rimm is free, without any licence or permission from the Customer and without paying any fee to the Customer, to:
(a) use any Derived Information to improve and enhance the Services and for other development, diagnostic, analytic and remedial purposes in connection with the Services and other offerings by Rimm; and
(b) use or disclose such data solely in aggregate or in unidentifiable form.
5.8. Each Party shall comply with the PDPA, the GDPR (as may be applicable) and any other applicable data protection laws with regard to any and all Personal Data collected, used, disclosed, processed and/or transferred under this Agreement.
5.9. In the event that the Customer discloses any Personal Data to Rimm pursuant to this Agreement, the Customer represents and warrants that it has obtained the consent of individuals for the Customer to collect his/her Personal Data and to disclose his/her Personal Data to Rimm, and for Rimm to collect, use and disclose his/her Personal Data for the purposes of this Agreement. In the event Rimm processes any personal data on behalf of and for the purposes of the Customer, the Customer agrees that Rimm is acting as a data intermediary for the Customer. Where Rimm discloses or transfers any personal data to the Customer pursuant to this Agreement, the Customer agrees that it shall provide a standard of protection to the personal data so transferred that is comparable to the protection under the PDPA and/or GDPR (as may be applicable).
6. Third Party Providers
7. Rimm’s Obligations
7.1. Rimm undertakes that the Services shall be performed substantially in accordance with the Software Documentation and with reasonable skill and care.
7.2. The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Rimm’s instructions, or modification or alteration of the Services by any party other than Rimm or Rimm’s duly authorized contractors or agents. If the Services do not conform with the foregoing undertaking, Rimm shall use all reasonable commercial endeavors to correct any such non-conformance, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1.
7.3. Rimm is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Software Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4. This Agreement shall not prevent Rimm from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
8. Payment Of Fees
8.1. The Customer shall pay the Fees to Rimm in a timely manner in accordance with this Clause 8.
8.2. Failure to pay any fees for more than one (1) month after the due date shall constitute a material breach of this Agreement referred to in Clause 9.2.
8.3. If the Customer’s use of the Services exceeds the level of services included in the Service Plan, the Customer shall be billed for the additional usage and the Customer agrees to pay such additional fees in such manner as instructed by Rimm.
8.4. The Customer shall be responsible for and will bear all applicable sales tax (including but not limited to any Goods and Services tax) in relation to any fees at the rate from time to time prescribed by law.
8.5. Rimm reserves the right to change the amount of the Fees or the manner of charging for the Services at the end of the Initial Term or the then-current term.
8.6. Any enquiries on billing (including incorrect billing) should be directed to the customer support department of Rimm.
9. Duration And Termination
9.1. This Agreement shall commence on the date that you register for, create or are assigned an Account and use the Services, and shall continue for the Initial Term, and thereafter shall be automatically renewed for additional periods of the same duration as the Initial Term unless terminated earlier in accordance with Clause 9.2. or 9.3.
9.2. Either Party may terminate this Agreement by giving not less than two (2) months’ notice in writing to the other Party.
9.3. 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:
(a) the other Party commits any material breach of this Agreement; or
(b) (being a company or equivalent organization under the law of its place of incorporation) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver, manager, special administrator or judicial manager appointed over the whole or substantially the whole of its undertakings or if any distress or execution shall be levied upon any of its and/or other property, but excluding in all events any vexatious claims that are discharged within 10 days of their commencement, or if the Customer is unable to pay its debts in accordance with the applicable law.
9.4. Termination of this Agreement shall be without prejudice to any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
10. Representation, Warranty And Disclaimer
10.1. Each Party represents and warrants that:
(a) it has full power and authority to enter into and perform its obligations set out in this Agreement;
(b) by entering into this Agreement and performing its obligations under this Agreement, it is not in breach of any contractual obligations it may have or duties (including but not limited to fiduciary) owed to any third party; and
(c) it will comply with and will not breach any and all applicable legal and regulatory requirements and industry best practices applying to its obligations under this Agreement (including but not limited to any anti-corruption, bribery or money laundering laws and regulations, and any data protections laws and regulations).
10.2. Rimm does not warrant that the Services and/or Software shall be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Services. The Services, Software and Software Documentation are provided on an “as is” basis and Rimm disclaims, to the fullest extent permitted by applicable law, all warranties, express or implied (including any implied warranties of merchantability or fitness for any particular purpose and non-infringement), representations, conditions and all other terms of any kind whatsoever implied by statute or common law.
10.3. Rimm does not warrant that:
(a) the Services, Software Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;
(b) the Software or the Services will be free from Vulnerabilities or Viruses; or
(c) the Software, Software Documentation or Services will comply with any cybersecurity requirements.
10.4. Rimm shall use commercially reasonable efforts to respond to any problems about the Services detected by Rimm and/or reported by the Customer in accordance with the SLA. Rimm, however, does not guarantee that all problems can be fixed within any specific timeframe.
10.5. Rimm may display, include or make available third-party content or provide links to third-party websites or services (collectively, “Third-Party Materials”) through the Services. The Customer acknowledges and agrees that:
(a) Rimm may but shall have no obligation to monitor and review such Third-Party Materials, and shall not be responsible for such Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof;
(b) Rimm does not guarantee the continued availability of such Third-Party Materials, and may cease displaying, including or making available such Third-Party Materials at any time in their sole discretion without any liability to the Customer;
(c) Rimm does not assume and shall not have any liability or responsibility to the Customer or any other person or entity for any Third-Party Materials accessed through the Services, which shall be entirely at the Customer’s own risk; and
(d) Rimm makes no representations or warranties whatsoever, and shall not be liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer may incur arising out of or in relation to the Customer’s use of Third-Party Materials, any transactions completed in or through the same, nor for any contract entered into by the Customer with any third party.
11. Limitation Of Liability
11.1. Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained from the use of the Services and Software Documentation by the Customer, and for conclusions drawn from such use. Rimm shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Rimm by the Customer in connection with the Services, or any actions taken by Rimm at the Customer’s direction.
11.2. To the fullest extent permitted by law, the Rimm Entities shall not be liable or responsible for:
(a) any error or interruption of use or for any inaccuracy or corruption of data or information, nor any cost of procurement of substitute goods, services, or technology;
(b) any alleged infringement based on:
(i) a modification of the Services or Software Documentation by anyone other than Rimm;
(ii) the Customer’s use of the Services or Software Documentation in a manner contrary to the instructions given to the Customer by Rimm; or
(iii) the Customer’s use of the Services or Software Documentation after notice of the alleged or actual infringement from Rimm or any appropriate authority;
(c) any indirect, special, incidental, punitive, exemplary, or consequential losses or damages;
(d) any loss of profit, business, revenue, goodwill or data; or
(e) any matters beyond the reasonable control of Rimm.
For the avoidance of doubt, the Rimm Entities shall not be liable or responsible for any errors or inaccuracies in any reports generated by the Customer using the Services, including without limitation any situations where such errors or inaccuracies were caused by, attributable to, or as a result of the Customer inputting or utilising wrong or inaccurate information or data in using the Services to generate reports.
11.3. Neither Party excludes or limits its liability for death or personal injury arising from its negligence or that of its employees, sub-contractors or agents, for any fraud (including fraudulent pre-contractual misrepresentations made by one Party to the other Party on which the other Party relied), or for any liability which cannot be excluded or restricted by law.
11.4. Under no circumstances will the aggregate liability of the Rimm Entities to the Customer under this Agreement exceed the Fees (if any) paid by the Customer to Rimm in the twelve (12) months prior to the act that gave rise to such liability whether or not Rimm had been advised of the possibility of such damages.
11.5. Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Rimm’s Intellectual Property Rights.
12. Entire Agreement And Amendments
This Agreement (together with any documents referred to herein or executed contemporaneously by the Parties in connection herewith) embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, representations, warranties, assurances, and arrangements of any nature, if any, between the Parties with respect to the subject matter hereof, whether such be written or oral. None of the provisions herein may be varied or amended except by the written agreement of the Parties signed by the respective authorised representatives thereof.
13. Prevalence Of Agreement
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any EULA, the provisions of this Agreement shall prevail unless otherwise determined by Rimm in their sole discretion.
14. Provisions Of Agreement
In the event of any conflict or inconsistency between the provisions of the main body of this Agreement and the Schedules, the provisions of the main body of this Agreement shall as between the Parties prevail and the Parties shall forthwith cause such necessary alterations to be made as are required to remove such conflict or inconsistency.
15. Indulgence, Waiver, Etc.
No Party’s failure to exercise, or delay in exercising, any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.
Save as otherwise specifically provided herein, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise.
This Agreement may not be assigned, transferred or sub-licensed in whole or in part by either Party without the prior written consent of the other Party.
18. No Set-Off, Counterclaim Or Deduction
All sums payable under this Agreement shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for or on account of, any present or future taxes, charges (including bank charges) and/or duties. To the extent that any such withholding or deduction is required to be made under applicable law or otherwise, the paying Party shall increase the amount payable to the other Party such that the other Party receives the originally due amount in full, as if such withholding or deduction had not occurred.
19. Continuing Effect Of Agreement
The Surviving Provisions, and such other Clauses which by their nature are intended to continue past the expiry or termination of this Agreement as regards each Party, including without limitation accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, shall survive the termination of this Agreement.
20. Authority, Independent Contractors
The Parties agree that in performing their obligations pursuant to this Agreement, they are in the position of independent contractors. Nothing in this Agreement shall create any fiduciary rights or obligations between the Parties, or constitute or be deemed to constitute any partnership, joint venture or fiduciary relationship between the Parties, or qualify or be deemed to qualify either Party as an agent, representative, partner, principal or franchisee of the other Party or any of its Affiliates, for any purpose whatsoever. Neither Party shall have the authority or power to bind the other Party or its Affiliates, or to contract in the name of, or create a liability against, the other Party or its Affiliates.
21. Agreement To Bind Successors And Assign
This Agreement shall be binding on and shall endure to the benefit of each of the Parties’ successors and permitted assigns. Any reference in this Agreement to either of the Parties shall be construed accordingly.
22. Further Assurance
At any time after the date of this Agreement, each Party shall, and shall use its best endeavours to procure that any necessary third party shall, execute such documents and do such acts and things as the other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.
23. Costs And Expenses
Each Party shall bear its own legal, professional and other costs and expenses incurred by it in connection with the negotiation, preparation, execution or performance of this Agreement.
24. Severability Of Provisions
If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.
25.1. All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered by hand, by courier or prepaid registered post, or by facsimile transmission or electronic mail addressed to the intended recipient thereof at its address, facsimile number or electronic mail addresses as set out below the relevant execution blocks of the Parties, or to such other address, facsimile number or electronic mail addresses as a Party may from time to time duly notify the other in writing.
All notices, demands or other communications delivered by electronic mail shall be delivered to both of the electronic mail addresses of the intended recipient as set out above, or to such other two (2) electronic mail addresses as a Party may from time to time duly notify the other in writing.
25.2. Any notice, request, demand, consent or approval so served shall be deemed to have been duly given:
(a) in the case of delivery by hand or by courier, when delivered;
(b) in the case of facsimile, immediately upon confirmation by a transmission report;
(c) in the case of electronic mail, at the time of transmission provided that the sender does not receive any indication that any electronic mail message has not been successfully transmitted to the intended recipient or has been delayed; and
(d) in the case of post, on the second Business Day after the date of posting (if sent by local mail) and on the seventh Business Day after the date of posting (if sent by air mail),
provided that in each case where delivery occurs on a day which is not a Business Day or after 6pm on a Business Day, service shall be deemed to occur at 9am on the next following Business Day and in proving service, it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped and posted or that the facsimile transmission or electronic mail message was properly addressed and despatched. References to time in this Clause 25 are to local time in the country of the addressee.
25.3. If any Party to this Agreement passes on, until the Party giving notice has received notice in writing of the grant of probate of the first-mentioned Party’s will or letters of administration of his/her estate (or equivalent), any notice so given shall be as effectual as if he/she were still living.
This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either Party may enter into this Agreement by signing any such counterpart. Each counterpart may be executed by the Parties and shall be valid and effectual as if executed as an original. Signatures may be exchanged by facsimile transmission, electronic communication and/or electronic means, with originals to follow. Each Party agrees to be bound by its own facsimile or electronic signature and that it accepts the facsimile or electronic signature of the other Party.
27. Contracts (Rights Of Third Parties) Act 2001
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.
28. Independent Legal Advice; No Contra Proferentem
The Customer acknowledges and agrees that it has obtained, or has waived its rights to obtain, independent legal advice prior to entering into this Agreement. Further, the Parties acknowledge and agree that they have reviewed and approved the terms of this Agreement and that, if there is any ambiguity in any of its provisions, no rule of interpretation favoring either Party over the other based on authorship will apply.
29. Governing Law And Resolution Of Disputes
This Agreement and all disputes shall be governed by, and construed in accordance with, the laws of Singapore. The Parties agree that Rimm shall have the right to submit to the jurisdiction of the courts of Singapore (or any other court as may be determined by Rimm) any dispute or claim arising from, or in connection with, this Agreement. Except as set out in the foregoing, any dispute, whether contractual or not, arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause 29. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a Party against the assets of the other Party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.
30. Injunctive Relief
Without limiting the remedies available to Rimm, the Customer acknowledges and agrees that a breach of any of its covenants in this Agreement including those contained in Clauses 4 and 5 may result in material irreparable injury to Rimm for which there may not be adequate remedy at law, that it will not be possible to measure precisely damages for such injuries and that, in the event of such a breach or threat thereof, Rimm shall be entitled, without the requirement to post bond or other security, to obtain a temporary restraining order and/or injunction restraining the Customer from engaging in activities prohibited by this Agreement or such other relief as may be required to specifically enforce any of the covenants including those in Clauses 4 and 5.
SERVICE LEVEL AGREEMENT
1. Support Terms
Technical support hours: 9am to 6pm (Singapore time) (the “Support Hours”).
The Customer may initiate a help request during the Support Hours by emailing email@example.com.
Last updated: 01 September 2023