This Agreement is made between the Supplier and the Customer and shall apply to all goods, Services and other deliverables provided by the Supplier under this Agreement.  The terms and conditions set forth in this Agreement shall prevail over any quotes, orders, purchase orders, or other communications between the parties in relation to the subject matter of this agreement.

“Business Proposal” means the document setting out the scope of the project to be undertaken by Supplier for the Customer, and which defines the tasks to be performed, the Customer’s responsibilities, the deliverables, delivery schedule and price.

“Confidential Information” means a Party’s confidential information which relates to the subject matter of this Agreement and includes:

(a)  information relating to the project, Services, deliverables, including the Business Proposal;

(b)  information relating to the personnel, policies or business strategies of either Party;

(c)  know-how, trade secrets and such other information which is not in the public domain regardless of whether such information is indicated as being confidential.

“Force Majeure” means a circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement, including without limitation:

(a)  acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;

(b)  acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;

(c)   strikes, lock-outs or other industrial action; and

(d)   actions on the part of a government or other authority which interfere with a party’s ability to meet its obligations under this Agreement including embargoes, prohibitions or similar actions.

“Customer” means the Party named in the Business Proposal.

“Supplier” means the applicable legal entity from the CrimsonLogic group of companies, whose name appears on the Business Proposal, which will enter into the Agreement with the Customer.

“Services” means the requirement studies, project management, integration, customisation, installation, testing, training, support and maintenance or any other services provided by the Supplier which are expressly identified in the executed Business Proposal.

1.1  Scope of Agreement.  The Supplier will provide the Services identified in the Business Proposal when it is executed by the Customer and the Supplier.  Each Business Proposal will define the tasks to be performed, any deliverables to be supplied to the Customer, and the charges for the Services.  The Services and deliverables are deemed to have been completed upon performance of the Services or upon the Customer taking possession of the deliverables.

1.2  The agreement (“Agreement”) comprises:

(a)  the Business Proposal;

(b)  these terms and conditions; and

(c)  any other additional terms and conditions as may be agreed between the Parties in writing.

2.1  Customer Obligations.  The Customer shall provide the Supplier’s employees, agents and sub-contractors with full access to the Customer’s premises, personnel, decision makers, stakeholders and information necessary for the performance of the Supplier’s obligations under this Agreement.

2.2  The Customer shall use all reasonable efforts to ensure compliance with any time frames or due dates in any implementation schedule and/or as requested by the Supplier. The Supplier shall be entitled to extend the time for performance of its obligations under this Agreement to an extent equivalent to the delay that may be attributed to any act or omission of the Customer. The Supplier shall be entitled to payment of additional Charges from the Customer to the extent that the delay has been due to the Customer’s default or delay.

2.3  The Customer represents that (i) the individual accepting this Agreement is duly authorised to enter into this Agreement on the Customer’s behalf and to bind the Customer hereby; and (ii) that the Customer has full power, corporate or otherwise, to enter into this Agreement and to perform its obligations hereunder.

2.4  The Customer further represents and warrants  that the Services provided by the Supplier, or which the Supplier has arranged or will be arranging to be provided by a third party, shall be used solely for the purpose described in this Agreement.  The said Services shall not be re-used in whole or in part for any other purpose that is not contemplated by this Agreement, except with the written consent of the Supplier.  For the purpose of this clause, a purpose is "not contemplated" unless such other purpose was brought to the Supplier's attention before the execution of this Agreement.  Breach of this clause shall entitle the Supplier to immediately terminate this Agreement but without prejudice to its rights to recover all damages, including consequential damages and penalties that the Supplier may suffer, arising from this breach.

3.1 Charges.  The Customer agrees to pay to the Supplier the charges stated in the Business Proposal, including all applicable taxes associated with the performance and supply of the Services and any stated deliverables, within 14 days from the date of invoice.  The Supplier may charge interest on any amount due and not paid by the Customer within the specified time at the rate of 2% interest per month.  Charges paid are non-refundable.

4.1 Rights.   Unless specifically stated otherwise, this Agreement does not grant to the Customer any intellectual property rights (including without limitation copyright, trademark, and patents rights whether or not registered or otherwise perfected under local law).  All intellectual property rights developed or created under this Agreement shall remain vested in the Supplier.

5.1 Confidential Information. Except as provided herein, a party receiving Confidential Information (“Receiving Party”) from the other party disclosing the Confidential Information (“Disclosing Party”) shall not disclose the Confidential Information to any other party without the prior written consent of the Disclosing Party. The Supplier may disclose Confidential Information to its parent, subsidiary, related companies, or its sub-contractors for the purposes of carrying out its obligations under this Agreement. The Supplier may use the Confidential Information for the purposes of performing this Agreement.

5.2 The Receiving Party agrees to protect the Confidential Information from disclosure to the same extent and by the same means it uses to protect its own confidential or proprietary information until such time as the Confidential Information lawfully becomes public knowledge.

5.3 The Receiving Party shall not be obliged to preserve the confidential nature of any information which:

(a)           was previously known to it free of any obligation to keep it confidential;

(b)           is or becomes publicly available other than by unauthorized disclosure;

(c)           is released for disclosure pursuant to the Disclosing Party’s written consent; or

(d)           the Receiving Party can demonstrate has been independently developed by it.

6.1 Force Majeure.  The Supplier shall not be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.  If a delay or failure by a Party to perform its obligations is caused or anticipated by Force Majeure, the performance of that Party’s obligations will be suspended for the duration of the Force Majeure.

6.2 If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.

7.1 Warranty.  No warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise including (without limitation) the implied warranties or conditions of merchantability or fitness for a particular purpose is given by the Supplier.  The Supplier does not warrant uninterrupted or error free operation of the Services or deliverables or that the Supplier will correct all defects.

8.1 Limitation of Liability.  In no event shall the Supplier be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise including (without limitation) loss of production, loss of business, loss of profits or of contracts loss of operation time loss of management time and loss of goodwill or anticipated savings, even if the Supplier has been advised of their possibility.

8.2 In any event, the Supplier’s total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed in aggregate ten percent (10%) of the charges paid by the Customer for the Services rendered under the Business Proposal.

9.1 Term and Termination.  This Agreement shall be effective from the date of signing of this Agreement by both Parties.

9.2 Unless specifically stated otherwise and without limiting the generality of any other clause in this Agreement, either Party may terminate this Agreement immediately by notice in writing if:

(a)  the Party in default is in breach of any term of this Agreement and such breach is not remedied (if capable of being so remedied) within thirty (30) days after notice is given by the non-defaulting Party to remedy the said breach;

(b)  the other Party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration or ceases, threatens or resolves to cease to carry on its business.

Regardless of the cause of termination, the Customer agrees to pay the Supplier for Services and deliverables provided, furnished, supplied, developed or otherwise prepared prior to the date of termination.

9.3  If this Agreement is terminated, the Customer shall promptly return all originals and copies of information, including, but not limited to, working papers, narrative descriptions, specifications, drawings, reports, data, computer programs or documentation and tools supplied by the Supplier.

9.4 Nothing herein stated shall affect the rights and liabilities accruing to a Party prior to the date of termination.  Clauses 2.3, 3, 4, 5, 7, 8, 9, 10 and 11 shall survive and continue after the termination or expiration of this Agreement.

10.1  Governing Law & Dispute Resolution.  This Agreement shall be governed by and construed according to the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to for final arbitration held in Singapore, to be conducted in the English language, in accordance with the Rules of Arbitration of the Singapore International Arbitration Centre (“Rules”) by one or more arbitrators appointed in accordance with the said Rules, which rules shall be deemed to be incorporated by reference to this clause.

11.1  General.  A waiver of breach or default under this Agreement must be in writing and shall not be a waiver of any other or subsequent default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.  The Customer shall not assign this Agreement or any interest or obligation herein without written consent of the Supplier.  Any such purported assignment shall be void.  This Agreement contains the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein. Any modification or amendment to this Agreement shall not be valid unless made in writing and signed by duly authorized representative of both parties. Nothing in this Agreement shall be deemed to create any right on the part of any person or entity not a party to this Agreement.

12.1 Country-unique Terms. For Business Proposal issued by the Supplier’s entity specified below, the following terms replace or modify the referenced terms in this Agreement. Terms that are not changed by these amendments remain unchanged and in effect.            

               (i)   CrimsonLogic (Canada) Inc. and CrimsonLogic (U.S.), Inc.

10.1 Governing Law & Dispute Resolution.  This Agreement shall be governed by and construed according to the laws of Ontario, Canada. The parties agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of Ontario, Canada.

Business Terms and Conditions version 2.0 applicable September 2023