The present General Terms and Conditions (the “Agreement”) is made and entered into by and between Horizons Global Technology Pte. Ltd., a Singapore company d.b.a. Horizons (the “Provider”), and the company that is executing this Agreement (the “Client”) with the Provider; each referred to as a “Party” and together as the “Parties”.
In consideration of the mutual covenants contained below, the Parties agree to be bound by the terms and conditions as follows:
1. Services
Services
The Client desires to retain specific management & consulting services from the Provider (the “Services”) for projects as further detailed in relevant duly executed Pricing Schedule(s) under this Agreement (the “Proposal”).
Commitment
The Provider shall perform the specific Services set forth in any Proposal, with all due skill, care and diligence, in a good and workmanlike manner, and in conformity with generally recognized industry standards for similar services and all applicable legislation.
Instructions
To help the Provider provide the Services, the Client undertakes to (i) make available, provide, and/or deliver, as applicable, all necessary information, materials, context, instructions and cooperate with all the reasonable requests from the Provider; (ii) ensure that such information, materials and context are provided in full compliance with any applicable laws and regulations; (iii) notify the Provider immediately if any event or circumstances arises that may delay all or part of the performance of the Services; and, (iv) bear all undisputed costs related to the Services according to each applicable Proposal.
2. Term – Termination
Term
The term of this Agreement shall commence on the Effective Date, as set out on the applicable Proposal to the occurrence of stipulated termination conditions and the full completion of all settlements and payments.
Termination for Cause
Either Party may terminate this Agreement for cause, by giving 30 days’ prior written notice to the other Party, upon the occurrence of any of the following events: (i) any of the Parties is placed into receivership or becomes insolvent; (ii) where any event occurs, or circumstance arises which gives the Provider reasonable grounds to believe that the Client will be unable to fulfill its payment obligations under this Agreement and/or any Proposal; (iii) the Client fails to pay the Provider on time, provided that the Provider has promptly notified the Client in writing that the Provider is terminating for non-payment at the expiration of a 10-day notice remained unpaid.
Termination for Breach
In the event a Party materially breaches this Agreement and/or any Proposal and does not rectify such breach within 14 calendar days, the other Party may terminate this Agreement and/or any Proposal upon written notice.
Termination for Any Reason
Either Party may terminate this Agreement and/or any Proposal for any reason by giving 60 days’ written notice to the other Party.
Effect of Termination
Upon receipt of the notice of termination, the Parties shall initiate the termination of this Agreement in a manner that complies with the laws and that shall keep protecting the business interests of the Parties.
3. Payment – Services Fees
Services Fees
In consideration of the performance of the Services, the Client agrees and undertakes to pay the Provider the services fees (the “Services Fees”) as set forth in the applicable Proposal(s) and all fees relating to any ad hoc services that the Client may have requested to be performed by the Provider. Without liability to the Client, the Provider shall not be obligated to commence any or all of the Services until the applicable Services Fees are paid in full.
Payment
The Client shall pay all invoices issued by the Provider by the 20th of the ongoing month. In the event the Client fails to pay any invoice on time, interest of 1% per month will be charged on unpaid fees more than 10 days past due.
Failure to Pay
In the event of non-payment, the Provider reserves the right (i) to suspend the performance of its obligations under this Agreement, without prejudice to other available remedies, or (ii) to terminate this Agreement, provided that it has promptly notified the Client in writing that this Agreement is being terminated for non-payment at the expiration of a 15-day notice remained unpaid. The Client understands and agrees to reimburse the Provider for all reasonable costs of collection, including attorney fees. The Client further understands and agrees not to hold the Provider liable for any delay caused by any third-party or external factors, such as postal services, local authorities, public holidays, etc. that are beyond the reasonable control of the Provider.
Payment Method
Upon receipt of applicable invoices, the Client undertakes to provide the necessary funding on time, via bank transfer. Exceptionally and upon the Provider’s prior approval, payment via banknotes and checks may be accepted. Furthermore, Bank Acceptance Bills, Commercial Acceptance Bills and cash are not accepted as payment methods.
Exchange Rate
Exchange rate is updated monthly, and the Provider uses market rates as FX invoice rate.
4. Warranty
Representation
Both the Client and the Provider warrant that they have the necessary power and approval to enter into this Agreement. They further warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations hereunder, and that they have thoroughly read and understood every clause in this Agreement.
Independence
Both the Client and the Provider warrant that they are acting entirely free from any kind of influence, interference, pressure, financial or otherwise, duress or undue influence from any third-party whatsoever. They further commit not to do anything to hinder or affect the execution of the other Parties’ obligations under this Agreement.
5. Indemnification
Loss
The Provider will defend, indemnify and hold harmless the Client from and against any and all costs, charges, liability, expenses or loss of any type, including attorneys’ fees (collectively, “Loss”), arising out of any third party claims against the Client arising from (i) the Provider’s breach of its obligations in performing the Services; or (ii) the gross negligence or willful misconduct of the Provider. The Provider shall work together with the Client as to the strategy and resolution over any claim. The Client will have the right to participate fully, at its own expense, in the defense of the applicable claim with counsel of its own choosing. The Client agrees to indemnify and hold harmless the Provider for any Loss sustained from a third party claim made against the Provider for a willful misconduct made by the Client, only to the extent that the Provider has promptly notified the Client in writing of such claim and to the extent that the Client assumes the defense of such claim.
Consent to Settlement
The indemnifying Party may not, except with prior written consent of the indemnified Party, enter into any settlement of an indemnified Claim that imposes a direct financial liability on the indemnified Party or includes an admission of fault by the indemnified Party.
6. Limitation of Liability
Indirect Loss
To the full extent permitted by law, neither Parties shall, under any circumstances, have any liability to the other Party for any loss of business, loss of profits, loss of reputation or goodwill or for any other form of indirect or consequential loss, whether arising from negligence, breach of agreement, tort, breach of statutory duty or otherwise, notwithstanding of any notice by the other Party of the probability of any such indirect or consequential loss.
Misinformation from the Client
The Provider shall not be held responsible for any fake information or document provided by the Client and relied upon by the Provider in its performance of its obligations under this Agreement.
Amount Limitation
The Parties’ respective liability arising out of this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the total fees owed or paid to the Provider for the past 12 months for the Services giving rise to a claim.
7. Force Majeure
Interpretation
The Parties shall not be liable for delays or non-performance of their obligations under this Agreement to the extent that they result from circumstances arising from a unpredictable and irresistible event of force majeure that are attributable to any and all uncontrollable events, which may include but are not limited to: natural disasters, epidemics and pandemics, civil disturbances, government acts, regulations, fraud, strikes, embargoes on transported goods, war, insurrections, acts of terrorism and annulments or termination of licenses, permissions, or authority (collectively a “Force Majeure”).
Response
The Party hence delayed or failing to perform their obligations due to an event of Force Majeure shall take all reasonable endeavors to minimize and avoid the effect of the event of Force Majeure.
8. Confidentiality
Interpretation
The term “Confidential Information” means all information that relates to past, present, and future creation, research, development, and business activities of each Party, their parents, subsidiaries or affiliated companies, and their respective customers, suppliers and other third-party business partners, if any (collectively the “Disclosers”), and all information relating to the Disclosers’ business operation, including, but not limited to, their respective trade secrets, trade knowledge, formulae, processes, business plans, systems, algorithms, software, data programs, training aids, printed materials, methods, books, records, company files, policies and procedures and other information.
Non-Disclosure
The terms and conditions of this Agreement, along with any Confidential Information or material obtained during the scope of this Agreement, are and shall remain absolutely confidential between the Parties and shall not be disclosed to any other person or entity, under any circumstance, during the term of this Agreement and thereafter. Any disclosure in violation of this provision shall be deemed as a material breach of this Agreement. Furthermore, the Provider will ensure any information created, modified or developed during this Agreement for and on behalf of the Client will not be disclosed, as such information shall belong exclusively to the Client.
Exclusion
This Non-Disclosure covenant does not apply in the following circumstances: (i) where mutually agreed to in writing by the Parties; (ii) where necessary to share such information with the Parties’ accountants or attorneys; (iii) where disclosure to a governmental entity is required; (iv) where disclosure is required by any legal or regulatory authority by valid legal order; (v) where the Confidential Information has already entered the public domain by other means.
Publicity & Marketing
Unless otherwise instructed in writing, the Client grants the Provider permission to use its name, logos, symbols, and trademark, in any of the Provider’s marketing and advertising materials, including but not limited to websites, social media, press releases, case study, print pieces and brochures. The Client may revoke such authorization by giving the Provider 30 days advance written notice.
9. Governing Law – Dispute
Governing Law
This Agreement is governed by and construed with the laws in force in Singapore.
Dispute
If any claim, disputes, controversy or discrepancies arises out of or in connection with this Agreement, the Parties shall settle such claim, disputes, controversy or discrepancies, if possible, through mediation in an amicable manner. In case no agreement has been reached out within thirty (30) days, the dispute shall be finally settled through arbitration administered by the Singapore International Arbitration Centre (“SIAC”). The arbitration shall take place in Singapore The arbitral proceedings shall be conducted in English. The arbitral award shall be in writing, and be final and binding on the Parties.
10. Entirety
Entire Agreement
This Agreement constitutes the entire agreement between the Provider and the Client with respect to the subject matter hereof, and supersedes any and all prior agreements or representations, whether written or oral, relating to the subject matter hereof. All Proposal, Modification, Addendum or Amendment agreed and executed by the Parties shall form an indivisible and integral part of this Agreement, and have equal force with it.
Modification
From time to time, the Provider may modify this Agreement. The Provider will use reasonable efforts to notify the Client of any significant change through communications via the Client’s email or other means.
11. Miscellaneous
Inconsistency
In the event this Agreement is not consistent with any newly established local mandatory stipulations such as laws, regulations, provisions or policies, the new laws, regulations, provisions or policies shall prevail. Any illegal or unenforceable disposition or part of shall be null and void, without any effect of the remaining part of this Agreement.
Independence
The Parties are independent from each other and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between them. Neither Party will have the power to bind the other Party or to incur any obligations on its behalf without the other Party’s prior consent.
Notice
All notices and communications given under this Agreement must be in writing and will be delivered through communications via the Client’s email or other means.
