By signing a quotation (hereinafter, “Quotation“) issued by Salween Group Pte Ltd (Company Registration No: 201229717E), a company incorporated in the Republic of Singapore and having its registered address at 143 Cecil Street, #25-01 GB Building, Singapore 069542 (“Salween”), you (“the Client”) agree and give your irrevocable acceptance to be bound by these Terms and Conditions (this “Agreement“).

Terms and Conditions

It is hereby agreed between the parties as follows:

1. Definitions

1.1 ADVERSE INFERENCE

No provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision.

1.2 CALENDAR DAYS

Unless expressly indicated otherwise, all references to several days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months mean calendar months.

1.3 CLAUSE AND SCHEDULE

In this Agreement, references to a clause or schedule shall be deemed to refer to the clause or schedule of this Agreement, as may be amended, modified, or supplemented from time to time.

1.4 CONFLICT – AGREEMENT PREVAILING

In the event of a conflict or inconsistency between any two or more provisions under this Agreement and its Schedules or Annexes (if any), whether such provisions are contained in the same or different documents, the provisions in the body of this Agreement shall prevail.

1.5 CONFIDENTIAL INFORMATION

Confidential Information means and includes information not available to the public, client lists and details, trade secrets, business plans, financial information, employee lists and details, information known to a party to be confidential, information that may affect the competitive position of a party, and any information which a party is obligated not to disclose. It includes proprietary information belonging to one party and which is transferred or conveyed to another party. By way of illustration but not limitation, proprietary information includes: (a) inventions, trade secrets, ideas, data, programs, works of authorship, know-how, and improvements, discoveries, designs, techniques and sensitive information that that party has expended time, money and resources for; (b) technical information, existing and future plans or products, including, where appropriate and without limitation, software, firmware, information, patent disclosures, patent applications, development or experimental work, formulae, engineering or test data, product specification and part lists, names of suppliers, customers or contractors, techniques, processes and apparatus relating to the same disclosed by one party to another party through observation or examination of the information; (c) confidential marketing information (including but without limitation, marketing strategies, customer names and requirements and product and services, prices, margins and costs; (d) confidential product, marketing, development and other plans; (e) confidential financial information provided by one party to another party; (f) personnel information (including without limitation employee compensation); (g) confidential information relating to one party including without limitation, corporate information and secrets, unannounced financial results reports and statements or information, projections, profiles, investment plans, capitalization plans; business plans or expansion plans or arrangements relating to its business whether or not with third parties; and (h) other confidential business information or information received by one party which is marked “confidential” or words to that effect conveyed, transmitted, recorded or stored by any means whatsoever including, without limitation, documents, drawings, photographs, computer diskettes, computer hard disks, computer network storage devices, Internet or intranet electronic mail, discs, designs, plans or models or any of the media (electronic or otherwise) for storing or recording information.

1.6 HEADING AND MARGINAL NOTES

The headings and marginal notes in the Agreement shall not be deemed to be part of the Agreement nor be taken into consideration in the interpretation or construction of the Agreement.

1.7 INCLUDING WITHOUT LIMITATION

Whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”.

1.8 INTELLECTUAL PROPERTY

Intellectual Property means and includes any invention, discovery, trade secret, trademark, service mark, trade name, logo, get-up, patent or improvement to and development of procedure, product or process idea, improvement, invention, program, formula, process, technique, development, design, know-how and data, whether or not patentable or registrable under copyright or similar statutes, and all designs, trademarks and copyrightable works.

1.9 MEANING OF “MAY”

“May” means has the right, but not the obligation to do something and “may not” means does not have the right to do something.

1.10 MEANING OF “WILL” AND “SHALL”

“Will” and “shall” are expressions of command, not merely expressions of future intent or expectation.

1.11 NATURAL PERSONS

References to any “person” include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability partnership, limited liability company, joint venture, trust, estate, or unincorporated organisation. The use of any gender shall include all genders.

1.12 PARTIES AND ASSIGNS

Any reference to any party will be construed as a reference to such party’s successors and permitted assigns.

1.13 SINGULAR AND PLURAL

Words importing the singular shall also include the plural and vice versa where the context requires.

2. Appointment & provision of services

2.1 By these Terms and Conditions, the Client hereby appoints Salween as its service provider for the provision of the services (“Services”) set out in the signed Quotation(s) (hereinafter, Statement(s) of Work (“SoW”)) mutually agreed between the parties. Salween shall perform the Services in accordance with the terms and conditions of this Agreement.

2.2 Each SoW shall set out the agreed-upon scope of work, service deliverables, applicable service fees and other pricing information, project schedule (where necessary) and estimated delivery dates. Each SoW shall be regarded as a separate and divisible contract.

3. Term

Unless earlier terminated in accordance with the terms of this Agreement, this Agreement shall become effective as of the date of its execution (“Commencement Date”) and shall continue in effect for the period stipulated in the SoW (“Term”).

4. Fees

4.1 In consideration of the Services rendered by Salween under this Agreement, the Client shall pay Salween the amounts as agreed under the applicable SoW.

4.2 The Service Fee shall be payable under every SoW on the payment terms set out in the SoW. In the event that the SoW does not set out the payment terms:

4.2.1 fifty percent (50%) of the Service Fee shall be payable immediately within thirty (30) days of the date of the SoW;

4.2.2 twenty five percent (25%) of the Service Fee shall be payable three (3) months of the date of the SoW; and

4.2.3 the final twenty five percent (25%) of the Service Fee shall be payable upon handover of all service deliverables set out in the SoW.

An invoice for each such instalment under the SoW shall be issued by Salween to the Client with a payment term of thirty (30) days unless otherwise provided for thereunder. The mode of payment shall be set out in the invoice issued by Salween.

4.3 For the avoidance of doubt, the Service Fee shall exclude any and all out-of-pocket expenses, including but not limited to travel costs, costs of accommodations and any other ancillary expenses reasonably incurred by Salween, its agents, employees or representatives arising out of or in connection with Salween’s delivery of the Services, which the Client acknowledges and agrees to reimburse Salween (inclusive of VAT and any other applicable taxes), and which Salween shall add to the applicable invoice.

4.4 For the avoidance of doubt, the Service Fee does not include third-party costs incurred in connection with the delivery of Salween’s Services. The Client agrees to pay any and all third-party costs arising out of the delivery of the Services. In the event, Salween incurs any third-party cost, such third-party cost shall be invoiced to the Client at cost (inclusive of VAT and any other applicable taxes), in the next monthly invoice. Salween reserves the right to require payment in advance of any third-party costs that exceed the cumulative sum of $10,000, which shall be payable in cleared funds within thirty (30) days of receipt of Salween’s invoice. Salween may help the Client appoint a relevant third-party vendor following consultation, if, and when required as part of the Services.

4.5 Time is of the essence with respect to the Client’s payment of any and all sums set out in this Clause 4, including but not limited to the Service Fee, any out-of-pocket expenses or third-party costs charged by Salween under its invoices.

4.6 Salween shall proceed with production or publication of the deliverables set out in a SoW as appropriate, once final copies, layouts, scripts, storyboards, designs and the like have been approved by the Client in writing. Where draft deliverables, including but not limited to artwork or other materials are sent to the Client for final approval, the Client shall use its best endeavours to review the draft deliverables and notify Salween in writing of any errors or proposed alterations. Salween will use its reasonable endeavours to effect any changes so notified but Salween reserves the right to charge additional fees on a case-by-case basis if any of these proposed alterations:

4.6.1 go beyond the original brief, in Salween’s sole and absolute discretion;

4.6.2 are notified to Salween more than five (5) working days after delivery of the draft deliverable to the Client; or

4.6.3 unless otherwise agreed, the proposed alteration exceeds the 2nd proposed alteration in respect of the same deliverable. In this event, every proposed alteration thereafter shall be subject to additional fees;

such additional fees shall be added to an applicable invoice and issued to the Client by Salween.

5. Variation order protocol

5.1 In the event that the Client requests a variation to an existing SoW agreed between the parties (hereinafter “Variation Order“), it shall be in writing and shall specify the proposed additions, reductions and/or amendments to the SoW.

5.2 Thereafter, subject to:

5.2.1 Salween determining that such Variation Order(s) are reasonable in its sole and absolute discretion;

5.2.2 Parties’ written agreement on costs; and

5.2.3 Parties written agreement to any change to the Service Fees resulting from the Variation Order proposed by Salween (for example, for amendments made to the Variation Order which extend beyond the scope of work contemplated in the Client’s original brief to Salween),

Salween shall deliver the Services as modified and/or amended by the Variation Order upon confirmation in writing of Clauses 5.2.1 to 5.2.3 above and the Client shall bear any and all costs of such amendments and/or modifications. If the Parties are unable to agree on the Variation Order, costs or changes to the Service Fee, Salween shall continue to provide the Services as agreed between the Parties under the SoW.

5.3 Any changes in the Service Fee payable by the Client arising out of a Variation Order shall be made by Salween in good faith, and in its sole and absolute discretion, having regard to the additional work required by Salween to execute the amendments contemplated in the Variation Order which were not contemplated under the original SoW.

5.4 Parties shall further negotiate in good faith, an extension of time to deliver the Services as amended and/or modified by the Variation Order. In the event that no agreement is reached despite an agreed Variation Order, Salween shall have an additional three (3) months to deliver the Services set out In the SoW.

6. Agents

Salween may instruct its agents, employees, contractors and/or other officers in the provision of the Services under this Agreement and Salween shall not be liable for any of their acts or defaults.

7. Intellectual property rights — Standard licence

7.1 Unless otherwise agreed, any and all intellectual property rights arising out of the deliverables set out in the SoW, or which Salween develops in the performance of its obligations under this Agreement shall, so far as not already vested, become the absolute property of Salween, and the Client shall do all that is necessary to ensure that such rights vest in the proper party.

7.2 Salween shall grant the Client a royalty-free, exclusive licence over the use of any and all intellectual property rights set out in Clause 7.1 above, in perpetuity and coming into effect on the payment of the relevant invoice(s) under the SoW (the “Licence“). The Licence shall be applicable worldwide and in respect of the products and/or services defined in the Client’s brief, for the purposes of:

7.2.1 advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license);

7.2.2 entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;

7.2.3 online or electronic publications, including but not limited to web pages, social media and video streaming services;

7.2.4 prints, posters (i.e. a hardcopy) and other reproductions for commercial use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and

7.2.5 any other uses approved in writing by Salween Group.

7.3 The Client shall seek Salween’s prior written consent before using the intellectual property rights under the Licence for purposes outside of those contemplated in Clause 7.2 above.

7.4 All intellectual rights arising out of the deliverables set out in the SoW, or which Salween develops in the performance of its obligations under this Agreement shall be free from all proprietary interests and rights of third parties unless otherwise provided for in third-party license agreements (e.g. the purchase of a non-exclusive royalty-free music license or the purchase of stock images and/or footage).

7.5 Unless otherwise stated, the Client shall grant Salween a royalty-free, non-exclusive, non-transferable, perpetual license to use, reproduce, modify, display and publish any and all content provided by the Client (“Content”) for the purposes of the delivery of Salween’s Services, for Salween’s marketing and promotional purposes, and any other purposes agreed to in writing between the Parties. For the avoidance of doubt, the Client’s Content referred to in this Clause 7.5 shall include without limitation, any and all trademarks, logos, patents as well as any intellectual property rights or proprietary rights arising from documents, files, images, videos, graphics, animations, audio recordings, designs, data, information, materials and briefs provided by the Client to Salween.

7.6 For the avoidance of doubt, the standard licence set out in this Clause 7 shall not include the right of access to source files, source code, working files which include but are not limited to Photoshop files, Illustrator files and/or source materials used by Salween in the course of delivering its Services. The access to any such source files, source code or working files may be requested by the Client, subject to good faith negotiations between the Parties as to an appropriate price in consideration for the same.

8. Representations and warranties

8.1 Salween hereby represents and warrants to the Client that:

8.1.1 its provision of the Services shall be performed using reasonable skill and care, and will be of a quality which conforms to generally accepted industry practices and standards.

8.2 The Client hereby represents and warrants to Salween that:

8.2.1 During the Term, the Client shall fully cooperate with Salween and provide Salween with all information and documentation reasonably required by Salween, give at its own expense reasonable access to hardware and software, make available appropriate staff support, provide reasonable working space and facilities and any and all such assistance as may be reasonably required by Salween to perform the Services. This shall include but not be limited to direct access to primary or secondary marketing data sources such as Google Analytics, as and when required by Salween;

8.2.2 The Client shall provide feedback and approvals in relation to the Services in a timely manner and without undue delay as may be required by Salween and the delivery of its Services;

8.2.3 The Client acknowledges and agrees that Salween shall not be liable in respect of alleged errors occurring in deliverables where the Client omitted to pay for proofs or mock-ups or to oversee the print and production process or does not allow reasonable time in the production schedule to check layouts, copy, pagination or other content aspects;

8.2.4 The Client shall use the Services and the Licence in strict compliance with all governmental regulations and legislation throughout the Term of this Agreement in any and all applicable jurisdictions;

8.2.5 The Client shall not use the Services or the Licence to transmit information or content that is unlawful, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Salween reserves the right to determine whether any content is appropriate and complies with the terms of this Agreement and to remove or refuse any content within the proposed deliverables or the Client’s brief, in its sole and absolute discretion. Examples of such objectionable content shall include but not be limited to:

8.2.5.1 Spam, machine or randomly-generated content, or content which constitutes unauthorised advertising or unauthorised solicitation, or any form of lottery or gambling;

8.2.5.2 Content containing or installing any viruses, worms, malware, trojan horses or other harmful software that is designed or intended to disrupt, damage or limit the functioning of any software, hardware or technological equipment or to damage or obtain unauthorised access to any data or other information of a third person;

8.2.5.3 Content that infringes on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights in any jurisdiction;

8.2.5.4 The impersonation of any person or entity including Salween and its employees, agents, contractors or representatives;

8.2.5.5 Content that violates the privacy of any third person;

8.2.5.6 Content published with an aim to proliferate false information and/or features; and

8.2.5.7 Defamatory, discriminatory or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted minority groups.

8.2.6 The Client shall bear the full costs and liability of ensuring that it maintains all licences, permits, authorisations or certifications necessary to use the deliverables under any SoW and/or to enable Salween to carry out the Services in the applicable jurisdictions and territories;

8.2.7 By providing Salween the Client’s brief and the Client’s Content, the Client warrants and undertakes that it is the legal owner or legal licensee of all intellectual property rights (or other proprietary rights) used or proposed to be used in the deliverables under the SoW and that it has the right and/or the necessary approvals to grant Salween the right to carry out the Services and the licence set out in Clause 7.5 above with all such materials contained within the Client’s brief and the Client’s Content. The Client is not in breach of any obligation owed to any person nor is it infringing or violating any laws, regulatory requirements or codes or the patent rights, copyrights, trademarks, service marks, proprietary information, design rights, other proprietary or intellectual property rights or any other rights of any other person by sharing the materials and information in the Client’s brief or by engaging Salween to carry out the Services;

8.2.8 The Client shall use its best endeavours to ensure that the details provided in the Client’s brief are true and accurate;

8.2.9 The Client undertakes that it shall obtain all the necessary approvals and/or consents from its customers, employees, agents, representatives or other relevant persons before disclosing the personal data of such persons to Salween for the purposes of carrying out the Services;

8.2.10 The Client undertakes not to interfere with or attempt to disrupt the Services by distributing harmful computer code or malicious viruses, amongst other things; and

8.2.11 The Client shall not crawl, scrape or spider any page of any webpage, website or online content delivered under the Services or to reverse engineer or obtain the source code underlying the Services, without Salween’s consent.

8.3 The Parties, individually, represent and warrant to the other Party that:

8.3.1 all action will have been taken so that the execution and delivery of, and the performance by it of its obligations under, this Agreement shall not:

8.3.1.1 infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party; or

8.3.1.2 result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council) to which it is a party, whether in Singapore or elsewhere.

8.3.2 it has full power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms; and

8.3.3 it has no insolvency order against it and that it is not the subject of any insolvency proceedings pending, being contemplated by or to the knowledge of the Party, in a court of any jurisdiction.

9. Personal data protection

9.1 The Client shall, where necessary for Salween to carry out the Services and subject to obtaining the requisite approvals and/or consent, provide Salween with authorised access to the personal data of its customers, employees, agents or representatives that the Client has in its possession or control, strictly for the purposes of enabling Salween to carry out the Services under the SoW(s) and in full compliance with the Personal Data Protection Act 2012 (“PDPA“) or similar statute.

9.2 In Salween’s capacity as a data intermediary under the PDPA or similar statute, Salween shall make reasonable security arrangements to protect any personal data disclosed by the Client from unauthorised access, collection, use, disclosure or any such similar risks.

10. Limitation of liability

10.1 In no event shall either Party be liable to the other Party in respect of any indirect, consequential, special or incidental damages or losses, including any loss of profit, goodwill or business contracts or any other form of pure economic loss howsoever and whether arising in contract, tort or otherwise.

10.2 Salween’s maximum aggregate liability to the Client in connection with or under this Agreement, whether in contract or tort or otherwise, shall not, in any event, exceed the aggregate value of all payments due to Salween by the Client calculated from the date of this Agreement up to the date of occurrence of the said breach.

10.3 The Client acknowledges that Salween has no control over and assumes no responsibility for the content, privacy policies or practices of any third-party websites or services which may be used in the course of delivering the Services, including but not limited to third-party web hosting service providers. To the fullest extent permitted by law, Salween disclaims any and all liability, including any express or implied warranties and representations, whether oral, written or otherwise, for any and all such third-party service providers and/or contractors. The Client acknowledges that no representation has been made by Salween as to the fitness of the third-party service provider for its intended purpose.

11. Indemnity

11.1 11.1. The Client shall indemnify Salween, its officers, directors, employees and agents and hold them harmless from and against all claims, costs, damages, expenses, losses or liabilities arising from any claims made by any third party in connection with:

11.1.1 the use of images, files, data and any and all materials provided by the Client or Salween for the purposes of carrying out the Services;

11.1.2 the infringement of intellectual property rights, breach of confidentiality, property damage or fraudulent or unlawful acts or omissions by the Client;

11.1.3 the breach of a third-party service provider’s terms of use, privacy policy and any and all other agreements or contracts entered into between the service provider and Salween or the Client in the course of delivering the Services and arising out of the actions or omissions of the Client; and

11.1.4 any and all claims in relation to the content of the deliverables within the SoW and/or the content of the Services delivered and so published by Salween, the Client and/or any authorised third party.

12. Force majeure

12.1 Neither Party shall be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such case, its obligations shall be suspended for so long as the Force Majeure Event continues. For the purpose of this Agreement, fire, flood, elements of nature, acts of God, health hazards, pandemics, acts of war, terrorism or civil unrest, industrial action or any other similar events beyond the reasonable control of a party and which affects the general public are the only events which shall constitute a “Force Majeure Event”.

12.2 If either Party is prevented or delayed in the performance of any of its obligations under this Agreement by a Force Majeure Event (defined above), and if such Party gives written notice thereof to the other Party specifying the matters constituting the Force Majeure Event, together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue then the Party in question shall be excused the performance or the punctual performance as the case may be as from the date of such notice for so long as such cause of prevention or delay shall continue, provided always that whenever possible the affected Party will resume its obligations as soon as such Force Majeure Event ceases or abates. If the Force Majeure Event continues for more than three (3) months either Party may terminate this Agreement on five (5) days’ notice.

13. Termination

13.1 Notwithstanding anything else contained herein, this Agreement may be terminated:

13.1.1 by mutual agreement between the Parties at any time provided that for termination of this Agreement pursuant to this Clause 13, the Services shall be terminated on the last day of the month in which the termination takes place and all outstanding payment of Service Fee shall be settled between the Parties as of that day;

13.1.2 immediately by a Party forthwith on giving notice in writing to the other Party, in the following circumstances:

13.1.2.1 if there is a failure to perform or observe any of the provisions of this Agreement (or an SoW) or where there Is a breach of any obligations in this Agreement (or in an SoW), which breach, if remediable is not remedied within thirty (30) days of a notice in writing to the other Party;

13.1.2.2 If such party has become subject to a judicial management order or if a court of competent jurisdiction makes an order to that effect, or has entered into any composition or arrangement with its creditors, or has ceased or threatens to cease to carry on business;

13.1.2.3 If such party has a receiver or manager appointed over it or any part of its undertaking or assets, or such party passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); or

13.1.2.4 in accordance with Clause 12 if a Force Majeure Event continues for more than three (3) months.

13.2 On termination or expiry of this Agreement for any reason:

13.2.1 such termination shall be without prejudice to the rights, duties and liabilities of the Parties which have accrued prior to this Agreement’s termination. The provisions in this Agreement which expressly or impliedly have effect after termination of this Agreement shall continue to be enforceable notwithstanding termination;

13.2.2 any and all SoWs entered into under this Agreement shall be deemed to have been terminated and such termination shall be without prejudice to the rights, duties and liabilities of the Parties which have accrued prior to this SoW’s termination;

13.2.3 all software licenses and subscriptions including website hosting services provided by Salween to the Client shall be cancelled; and

13.2.4 the Client shall immediately pay to Salween all sums due and owing to Salween up to and including till the date of termination.

14. Confidentiality

14.1 Each Party agrees that it will not, without the prior written consent of the other party, at any time (save as may be required by law) use, divulge or communicate to any person, other than officers or employees of the party whose province it is to know the same, any Confidential Information other than that which may properly come into the public domain through no default of the party. Each party will use its reasonable ok to prevent the publication and disclosure of any such Confidential Information concerning such matters, and on termination or expiry of this Agreement shall return all documents and copies of such Confidential Information that are in his possession. The Parties acknowledge and agree, having had the opportunity to seek independent legal advice thereon, that all the clauses relating to Confidential Information in this Agreement are reasonable and necessary to protect the legitimate interests of the Parties.

14.2 The foregoing obligations under Clause 14.1 above shall not apply to any part of the Confidential Information of either Party which is already known to the other Party prior to receiving it or becomes generally available to the public through no act or default of the other party or his employees or agents.

15. Notices

15.1 Any notice or other communication in connection with this Agreement shall be in writing in English and shall be sufficiently given or served if delivered or sent:

To Salween:
Address: 143 Cecil Street, #25-01 GB Building, Singapore 069542
Email: contact@salweengroup.com
Attention: Sylvia McKaige

To Client:
At the address and/or email address indicated to be the Client’s address in the SoW.

or (in either case) to such other address or email address as the relevant party may have notified the other Party in writing in accordance with this Clause.

15.2 Any notice may be delivered by hand or sent by email or prepaid registered post or registered airmail in the case of international service. Without prejudice to the foregoing, any notice shall conclusively be deemed to have been received five (5) Business Days from the time of posting, if sent by post, or ten (10) Business Days from the time of posting, if sent by airmail, or at the time of delivery, if delivered by hand or at the time of transmission, if delivered by email.

16. Further assurances

Each Party agrees to perform (or procure the performance of) all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents as may be required by law or as the other Party may reasonably require for the purpose of giving to such Party the full benefit of the provisions of this Agreement.

17. Entire agreement

This Agreement contains the entire agreement between the Parties relating to the subject matter of this Agreement at the date hereof, to the exclusion of any terms implied by law which may be excluded by contract, and supersedes all previous agreements and understandings (written or oral) between the Parties in relation to the matters dealt with in this Agreement.

18. Variation & amendment

No variation, amendment or rescission of this Agreement shall be effective or bind either Party unless made in writing and signed by both Parties. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any right, obligation or liability under or pursuant to this Agreement which have already accrued up to the date of such variation or amendment, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except only to the extent that they are so varied or amended.

19. Assignment

19.1 Neither Party shall assign or transfer, or purport to assign or transfer, any of its rights, interests or obligations under this Agreement to any other person without the prior written consent of the other Party.

19.2 Save as permitted under this Agreement, there shall be no transfer, assignment or licence created in respect of any intellectual property rights by any party without obtaining the prior written consent of the other party. In any permitted transfer, assignment or licence, the transferor, assignor or licensor shall procure and ensure that the transferee, assignee or licensee shall assume all rights and obligations of the transferor, assignor or licensor under this Agreement and that the transferee, assignee or licensee agrees to be bound to all the terms of this Agreement

20. Invalidity

If any provision in this Agreement is or shall at any time become invalid, illegal or unenforceable in any respect (in whole or in part), such invalidity, illegality or unenforceability shall not in any way affect or impair the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

21. Third-party rights

A person who is not a Party to this Agreement may not enforce its terms under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or its statutory replacement or equivalent.

22. Waiver

22.1 No failure on the part of either Party to exercise, and no delay on the part of either Party in exercising, any right or remedy under this Agreement will operate as a release or waiver thereof, nor will any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof, or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other right or remedy (whether provided by law or otherwise).

22.2 Any provision or breach of any provision of this Agreement may be waived only if the relevant Party so agrees in writing. Any waiver or consent given by the relevant Party under any provision of this Agreement must also be in writing. Any such waiver or consent may be given subject to any conditions thought fit by that Party and shall be effective only in the instance and for the purpose for which it is given.

23. Independent contractor

Salween shall, in the performance of its obligations under this Agreement, be deemed to be an independent contractor. Nothing contained in this Agreement shall constitute or be construed to constitute a partnership, agency, joint venture or fiduciary relationship between the Parties for any purpose whatsoever. Neither Party shall be authorised to represent or bind the other to any other person.

24. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Each Party may enter into this Agreement by signing any such counterpart.

25. Governing law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

26. Mediation

Any dispute arising out of or in connection with this Agreement must first be submitted within thirty (30) days of the dispute arising, to the Singapore Mediation Centre (“SMC”) in accordance with the SMC’s Mediation Procedure in force for the time being. Either Party may submit a request to the SMC to mediate upon which the other Party will be bound to participate in the mediation within thirty (30) days thereof. Each party to the mediation must be represented by a representative of the party who has the authority to negotiate and settle the dispute. Unless otherwise agreed by the Parties, the mediator will be appointed by SMC. The mediation will take place in Singapore in the English language and the Parties agree to be bound by any settlement agreement reached. Should Parties fail to reach a settlement through mediation, then the Parties shall proceed to resolve the dispute in accordance with Clause 26 below. For the avoidance of doubt, the Parties shall be deemed to have failed to reach a settlement if either party serves a written notice terminating the mediation.

27. Dispute resolution

Following the Parties’ unsuccessful mediation, any dispute 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 to this Clause. The seat of the arbitration shall be Singapore, the tribunal shall consist of one arbitrator and the language of the arbitration shall be English.

Last updated on 11 October 2023