TERMS AND CONDITIONS FOR SALES
1.1. In this Letter of Engagement, the following words and expressions shall have the meanings respectively set opposite them, unless the context otherwise requires:
ACP : ACP Computer Training & Consultancy Pte Ltd and its staff and agents, and in all cases to any of its successors or assignees
Client : Client is the person to whom the Quotation/Proposal setting out the terms of engagement is addressed
2. TERMS OF REFERENCE
2.1. All work by ACP for the Client will be in accordance with the services outlined in the Quotation/Proposal, as modified by any subsequent variations mutually agreed in writing.
2.2. ACP’s Quotation/Proposal setting out the terms of the engagement and the standard terms and conditions herein are together referred to as the “Terms of Business”.
2.3. In the event of any conflict between the terms and conditions stated in this Standard Terms and Conditions and the Quotation/Proposal, the latter shall prevail.
3. INFORMATION AND ASSISTANCE
3.1. The success of the project detailed in the Quotation/Proposal is dependent on the timely co-operation of the Client, including:
a. Providing the materials and information that are requested from time to time for the engagement, and if stated in the Quotation/Proposal, for the Client’s senior executives and staff to work with ACP.
b. Making senior executives available for consultation on request.
c. Making decisions promptly to facilitate the performance of the project.
3.2. The time estimated for the completion of the engagement is given on the assumption that ACP receives such co-operation and commitment from directors and staff of the Client.
3.3. If the directors and staff do not provide, or delay in providing that co-operation, the Client hereby agrees to pay ACP any additional fees and expenses that may result.
4.1. ACP will keep confidential all information passed by the Client (unless such Information is in the public domain or its disclosure is expressly permitted by the Client or is required by any law or regulation), as well as all reports, advice and recommendations produced by ACP under the Terms of Business.
4.2. The Client will keep confidential any methodologies and technology used to carry out an assignment and will not disclose any report or information provided by ACP or its terms of engagement save as set out in the Quotation/Proposal or otherwise agreed in writing.
4.3. The Intellectual property rights in all pre-existing ACP’s materials and methodologies utilized in this engagement or incorporated into a report or any other material provided to the Client remain vested in ACP.
4.4. ACP retains the copyright on all materials provided to the Client.
4.5. The Client hereby gives its consent to ACP for the mention of the Client’s name/logo and this engagement in ACP’s future marketing materials unless expressly objected by the Client.
5.1. The contract may be terminated forthwith by either party in the event of the other going into insolvent liquidation or having a Receiver or Administrator appointed over all or part of its assets or being the subject of any other formal insolvency procedure.
5.2. ACP may terminate the engagement forthwith in the event that the Client is in breach of any of the Terms of Business and/or any terms in the Quotation/Proposal or if ACP otherwise considers it necessary.
5.3. If the engagement is terminated by either party prior to completion, all outstanding fees and expenses incurred for work completed up to that point shall remain payable to ACP and the Terms of Business shall remain binding upon the Client.
6.1. Fees are based on either the time spent by ACP on an assignment at the man day rates for the staff concerned or other pre-agreed amounts.
6.2. Either party may request changes to the agreed scope of the engagement.
6.3. ACP will work together with the Client to consider and, if appropriate, vary any aspect of the engagement, subject to payment of reasonable additional fees and a reasonable additional period of time to provide the additional services.
6.4. Any variation to the Quotation/Proposal, including any variation to fees, services or time for performance of the engagement will be detailed In a separate Change Request and will form part of the Terms of Business, and will be subject to these Standard Terms of Business Fee rates are revised periodically and when staff are promoted. Where applicable, ACP will give one month’s notice of such revisions.
6.5. Man Day charges are based on a standard day of 8 hours, and a 5-day week, excluding public holidays. Where overtime is required, additional hours will be charged at the specified fee rates.
6.6. All fees and expenses charged to Singapore clients are subject to Goods and Services Tax.
7.1. ACP’s invoices are payable within 14 days from the date of invoice.
7.2. Any disagreement or objection to the amount due under the invoice must be communicated to ACP In writing within 7 days from the date of invoice. The Client is deemed to have waived any claim not made within that period.
7.3. ACP reserves the right to charge interest on overdue amounts at an annual rate of 2% over theaverage prime lending rate of the leading local banks prevailing from the due date to the payment date of the overdue amounts.
8. USE OF REPORTS
8.1. Reports and advice given by ACP or by the web application/software will be solely for the Client’s use and benefit and only for the purpose of the engagement to which these Terms of Business relate.
8.2. No liability is accepted by ACP to any third party for its reports or advice, whether disclosure is permitted in the manner set out in these Standard Terms of Business.
8.3. The Client undertakes not to disclose the report or its contents in whole or in part, whether written or verbal, to any third party without the express written permission of ACP.
8.4. Even where such permission is given, ACP cannot accept any liability for the contents of its report to any third party and will require the intended recipient to expressly agree not to disclose the report, or any part thereof, to anyone else and warn him that he should not himself place any reliance on the report but seek his own independent advice.
8.5. The Client acknowledges that no reliance will be placed on draft reports, conclusions or advice, whether oral or written issued by ACP, as they may be subject to further work, revision or investigation that may render such drafts substantially different from any final report or advice issued.
9. RESPONSIBILITY FOR INFORMATION PROVIDED AND DOCUMENTS
9.1. ACP may ask the Client for confirmation of information or additional information relating to any document which the Client requests ACP to review or approve. ACP assume no responsibility and make no representation with respect to the accuracy or completeness of any information or material provided by the Client or on the Client’s behalf. The Client shall accept full responsibility for the preparation and contents of the document.
10. FAIR USE OF BANDWIDTH AND DATA STORAGE
Client-partner use of bandwidth and disk storage is unlimited if:
- Use is integral to use of the hosted service, i.e. you are using it as it was intended to be used. For example for a Learning Management System (LMS), it is being used for learning and not some other purpose
- Use does not include excessive bandwidth or data storage. We define “excessive” as ‘well above the average bandwidth and/or data storage used by other ACP client partners. This would include a sudden change from what one site has used over time to a higher level out-of-step.
- Use impacts ACP’s ability to provide other users with hosting services. An example would where say a very large amount of data is loaded at one time.
11. FAIR USE OF STREAMING MEDIA
With the exception of virtual classroom systems, ACP’s hosted services are predominantly designed to provide asynchronous content. Whilst it is possible to load streaming media into the applications and the applications will stream them to users, if a significant amount of streaming media is required, ACP requests that our client partners use a dedicated streaming service such as YouTube or Vimeo which are specifically designed to serve this kind of content.
This Fair Use Policy requires our client partners to follow this request if any significant streaming media needs to be used.
12.1.The Client accepts and acknowledges that, subject to any statement made in these Standard Terms of Business, ACP has not made any warranties or guarantees of any nature in respect of the engagement or satisfactory conclusion of the engagement or with respect to the economic, financial or other results which the Client may experience as a result of the engagement.
13. HOLD HARMLESS
13.1. ACP will use reasonable skill and care in the performance of the engagement. ACP’s maximum liability relating to services rendered (regardless of form of action whether in contract, negligence or otherwise) shall In no circumstances exceed one times the charges paid for the portion of service or work giving rise to the liability.
13.2. In no event shall ACP be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation lost profits, opportunity costs etc.) even if advised of their possible existence. This provision shall survive the completion or termination of this engagement.
13.3. The Client shall indemnify ACP and hold ACP harmless from and against any claims, liabilities, costs and expenses (including without limitation, reasonable legal fees and the time of ACP staff involved) brought against, paid or incurred by ACP at any time and in any way arising out of or relating to its services under this engagement, except to the extent finally determined to have resulted from the fraud of ACP’s staff. This provision shall survive the completion of this engagement.
14.1. The agreement evidenced by this letter and the relationship between ACP and the Client shall be governed by and interpreted and construed in accordance with Singapore law and no claim may be brought against ACP in contract, tort or otherwise, save in so far as such claim could be brought in Singapore law without reference to the law of any other country,
14.2. Save as set out below, the courts of Singapore shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the validity, effect, interpretation or performance of the legal relationship established by these Terms of Business or otherwise arising in connection with these Terms of Business, The Client submits irrevocably to the jurisdiction of the courts of Singapore.
14.3. The Client agrees that the agreement is concluded for ACP’s benefit alone and that ACP retain the right to bring proceedings against the Client in their absolute discretion in the courts of any other country which may have jurisdiction.
15. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
15.1. Unless expressly provided for in the Quotation/Proposal, a person who is not a party to this engagement shall have no right to enforce any of its terms under the provisions of the Contracts (Rights of Third Parties) Act.
16. ALTERNATIVE DISPUTE RESOLUTION
16.1. Any controversy or claim arising out of or relating to the services covered by this letter shall besubmitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Singapore Mediation Centre.
16.2. If the controversy or claim is not resolved within 90 days (or longer period, agreed by the parties),
the mediation shall terminate and dispute shall be settled by arbitration in accordance with the rules of the Singapore International Arbitration Centre. Judgment on any arbitration may be entered in any court having jurisdiction.
17. MISCELLANEOUS PROVISIONS
17.1. Nothing in the Terms of Business will prevent ACP from taking any such action as may be required by law or statute or to comply with regulations of any relevant professional body.
17.2. Each term in the Terms of Business will be severable. In the event of any term being held to be invalid, illegal or unenforceable, the remainder of the terms will remain effective and binding.
17.3. No party will be liable to the other party for any delay or failure to fulfil obligations caused by circumstances outside reasonable control of both parties. If such circumstances continue to prevent performance or either party’s duties and obligations for a period of more than 60 days, both parties will consult each other to agree on an alternative course of action.
17.4. ACP will not be prevented or restricted by anything in the Terms of Business from providing engagements to ACP’s other clients. ACP will take steps to ensure that confidential Information communicated during the course of this engagement will be maintained in strict confidence, and separate from directors and staff assigned to engagements in which there is a manifest conflict of interest.
17.5. ACP may communicate with the Client electronically. Such electronically transmitted information cannot be guaranteed to be secure or error-free, and it may be adversely compromised or unsafe to rely upon. ACP will not accept any liability in respect of any error or omission arising from or in connection with the electronic communication of information to the Client. The Client may opt for and notify ACP not to communicate electronically with him.
18.1. This proposal is valid for 14 days from the date of issue, unless otherwise indicated.
18.2. These Terms of Business shall form the sole basis of the contract between the parties notwithstanding anything to the contrary save in so far as ACP agrees in writing to any variations.
Version 1.0. Updated on 23 June 2014