1. Tenure of Contract
The tenure of this contract shall be for duration of 12 months from the commencement date of the contract as contained in this Agreement.
2. Value of Contract
The client shall pay the service provider in full the fees, costs and/or expenses set out in the Agreement. Payment shall be made before commencement of this contract and upon receipt of the service provider’s invoice.
3. Responsibility of the Client
The Client shall:
- Accept or Reject Viperlink Pte Ltd provided for the On Site Support Service, at the start of any Service Call. Once accepted, the Client accepts the accountability of the actual Service Hours in full, for the Service requested.
- At the end of each Service Call, the Client is required to stamp and sign in full, the Service Report filled up by the Viperlink Pte Ltd engineer, thereby agreeing to the Service Hours for deduction from Total Agreement Hours or incur the additional charges, this Agreement for Weekend or Weekday Evening Services. These charges are strictly based on the actual Service Hours spent working at the site by Viperlink Pte Ltd Engineers, without any conditions related to any task completion. It is the Client’s responsibility to keep their Company or Department Stamp available at the time of signing the Service Report.
- Promptly provide Viperlink Pte Ltd information as may be reasonable required by Viperlink Pte Ltd.
- Provide on request a suitable qualified or informed representative, agent or employee to accompany Viperlink Pte Ltd’s engineer to render such assistance and advice as may be reasonably required by Viperlink Pte Ltd.
- Provide Viperlink Pte Ltd’s engineer full and safe access to the Hardware and safekeeping of Viperlink Pte Ltd’s test equipment during the specified period of coverage to comply with Viperlink Pte Ltd’s obligation under this Agreement.
- Provide adequate working space, facilities and services, free of charge, at the Client’s premises for use by Viperlink Pte Ltd or its personnel.
4. Responsibility of Viperlink Pte Ltd
Viperlink Pte Ltd shall:
- Ensure that the services performed under this Agreement shall be performed by a qualified staff.
Submit regular monthly report to the Client providing the updates on the outstanding balance of On-Site Support service hours.
- Provide independent and unbiased advice to the Client in the course of preparing all documentation or recommendation.
5. Warranty of non-infringement
Viperlink Pte Ltd shall:
- Viperlink Pte Ltd warrants that all documentation or services rendered produced under this Agreement shall not infringe any patent, copyright, trade secrets or other proprietary rights of any material delivered, rendered or produced hereunder shall be licensed for use to Viperlink Pte Ltd by the owner;
- Viperlink Pte Ltd shall indemnify and hold the Client harmless from and against any and loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any breach or claimed breach of this warranty.
6. Limitation of Liability
Viperlink Pte Ltd’s liability for damages for any cause whatsoever related to the subject matter of this Agreement and regardless of the form of action whether in contract or in tort, including negligence shall be limited to the value of this contract, except for the indemnity referred to in clause 5 above.
- In no event will Viperlink Pte Ltd be liable for any damage caused by the Client’s failure to perform its responsibilities (and neither party shall be responsible to the other for any indirect or consequential damages, including, but not limited to, loss of profits, anticipated savings) or for any claim made against the Client by any other party, even if Viperlink Pte Ltd has been advised of the possibility of such damages, loss or claim. In addition, Viperlink Pte Ltd will not be liable for any damages claimed by the Client based on any third party claim, except for the indemnity referred to in clause 5 above. Viperlink Pte Ltd is not liable for any damages caused by performance or non-performance of machines or programming or non-performance of network and communication equipment or programming, including telecommunication lines and services located inside and outside of Singapore.
- In no event will Viperlink Pte Ltd be liable for non-performance and/or defects in Products; Supported Software and/or Hardware of which Viperlink Pte Ltd is not the manufacturer or developer.
While Viperlink Pte Ltd shall take all necessary precautions to maintain the integrity of the data in the storage devices e.g. hard disks, Viperlink Pte Ltd is not responsible for the loss of data caused by date corruption, and viruses, and hardware failures. Data backup remains the sole responsibility of the Client.
Both parties agree to treat as confidential all information received from the other party which the other party has indicated in wiring to be confidential except if such information already exists in the public domain, is independently developed by both parties outside the scope of this Agreement, or is rightfully obtained from third parties. Both parties agree to disclose this information only to those of its officers, directors, consultants, employees and any third party who need to know it for the performance of this Agreement, and to ensure that such employees and the relevant third party are informed and agree to keep such information confidential.
8. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement if the failure result from events beyond the reasonable control of either party. For the purpose of this Agreement, such events shall include, but are not limited to, strikes, lock-outs, or other labour disputes, riots, civil disturbances, actions or in actions of government authorities of suppliers, epidemics, wars embargoes, acts of God and other catastrophes. In case of such events, the time for performance required by either party under this Agreement should be extended for any period during which the performance is prevented by the event. However, the other party may terminate this Agreement by notice if such event preventing performance continues for more than thirty (30) days.
The price may be varied by Viperlink Pte Ltd at any time prior to delivery to take into account increased costs to the suppliers including anticipated costs associated with manufacture, distribution, transportation, warehousing, delivery, insurance, government taxes, duties and charges, any variations in Viperlink Pte Ltd’s standard price list and any variation in currency exchange rate.
Viperlink Pte Ltd shall provide the Client with 14 days notice of variation pursuant to clause 9(a). Within 14 days of receipt of such notice, the Client may terminate this agreement by notice in writing to Viperlink Pte Ltd, which shall be effective to terminate this agreement on the date therein specified unless Viperlink Pte Ltd withdraws the notice of variation prior to the proposed date for termination.
10. Site Preparation
The Client shall, as its own expense, prepare the site and access to the site, prior to delivery. In so doing, the Client shall comply with any directions or specifications issued by Viperlink Pte Ltd
Viperlink Pte Ltd shall upon request from the Client, promptly supply such information and assistance as Viperlink Pte Ltd considers reasonable and necessary to enable the Client to identify and prepare the site.
Viperlink Pte Ltd shall inspect the site prior to delivery of the equipments for the purpose of providing an opinion that the site is suitable for delivery of the equipments
If Viperlink Pte Ltd delays in effecting delivery of the equipment due to inadequate preparation of the delivery site or access to the site, the Client shall pay Viperlink Pte Ltd promptly on demand such costs and expenses as have arisen directly or indirectly from such delay together with interest calculated at the rate of 14 percent per annum from the invoice date.
11. Employees and contractors
Subject to the laws in force for the time being relating to the validity of restrictive covenants, neither party shall solicit for employment, whether directly or indirectly through an associated or subsidiary company or otherwise, or otherwise employ, engage or contract from the date of this agreement until the expiration of 12 months after the termination of this Agreement, any person who is employed or contracted by the other party during the term of this Agreement
Viperlink Pte Ltd may sub-contract for performance of this Agreement or any part of this Agreement only with the prior written approval of the Client in its absolute discretion.
Without limiting the generality of any other clause in this Agreement, Viperlink Pte Ltd may terminate this Agreement immediately by notice in writing if:
- Any payment due from the Client to Viperlink Pte Ltd pursuant to this Agreement remains unpaid for a period of 3 months after due notice thereof has been given to the Client;
- The Client breaches any material clause of this Agreement and such breach is not remedied with 14 days of written notice by Viperlink Pte Ltd
If notice is given to the Client pursuant to clause 13, Viperlink Pte Ltd may, in addition to terminating this Agreement:
- Retain any money paid and for which work and equipment has been performed or delivered;
- Charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
- Pursue any additional or alternative remedies provided by law.