Terms and Conditions – Singapore

This Agreement is made up of these Terms and Conditions, the Schedule and any other documents attached to this document which must be read together. To the extent of any inconsistency between any of the documents included in the Agreement, these Terms and Conditions shall prevail.

1. Term

1. This Agreement commences on the Commencement Date (set out in item 3 of the Schedule) and will continue until the Expiry Date (set out in item 3 of the Schedule), unless terminated earlier for any reason or otherwise extended by agreement between the parties.

2. No subsequent correspondence or document including any order by the Client will modify or vary the terms and conditions in this agreement unless that variation is expressly accepted or acknowledged in writing by VAMP.

3. In the event that VAMP publishes or has published material in connection with its products or services, including without limitation in relation to the prices of its products or services, anything so published which is inconsistent with this Agreement is expressly excluded.

2. Payment

1. Unless otherwise agreed by VAMP in writing, the fees for the Services (Fees) are quoted exclusive of GST and all taxes and are:

–  the amount(s) in item 4 of the Schedule; or

–  those stated in a written quotation from VAMP (where applicable), and

–  to the extent of any inconsistency in pricing of a particular Service, the document which is dated the latest prevails.

2. The terms of payment for the Fees are payment in advance of the campaign commencement date without deduction or set off. Time is of the essence. Invoices shall be issued and subject to Clause 8, will be payable notwithstanding that the balance of the Services have not been provided for any reason. Where any payment is not made by the due date, VAMP may charge interest on any overdue portion from the date the payment was due until the date payment is made (both dates inclusive) at a rate equal to 2% per annum .

3. Any payment made by the Client to VAMP may be applied by VAMP in any manner it sees fit.

3. Services

1. The Client acknowledges that VAMP will engage persons (Talent) either directly or on a sub-contract or consultancy basis to assist in the provision of the Services.

2. If the Client becomes aware of any matter which may change the scope or timing of the Services then the Client must give written notice to VAMP of this as soon as practicable after it becomes so aware.

3. The Client must co-operate with VAMP and must not interfere with or obstruct the proper performance of the Services.

4. Limitation of liability

1. The maximum liability of VAMP to the Client arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, is the lesser of:

the cost of rectifying the works which are the subject of the Services; or

the aggregate of the Fees to be paid to VAMP under this agreement.

2. VAMP does not give any warranty nor accept any liability in relation to the performance or non-performance of the Services except to the extent, if any, required by law or specifically provided for in this agreement.

3. If any warranty would be implied whether by law, custom or otherwise, that warranty is to the full extent permitted by law excluded

4. Any of the provisions in this agreement which limit the liability of VAMP to the Client will also operate to the same extent to exclude or limit or release, as the case may be, the liability (if any) of each officer, employee, agent and subcontractor of VAMP, for whom the benefit of this provision is held by VAMP as agent.

5. The Client acknowledges that it has relied upon and will continue to rely upon its own knowledge and expertise in selecting any of the VAMP’s products or services for any purpose, and any advice or assistance given for or on behalf of VAMP will be accepted at the Client’s sole risk and will not under any circumstances be or be deemed to be given by VAMP as an expert or advisor, or to be relied upon by the Client or any of the Client’s officers, employees, agents or contractors.

5. Intellectual Property

1. Intellectual property rights in all drawings, reports, specifications, images, and other documents provided by or on behalf of VAMP in connection with this agreement and the Services are to remain vested in VAMP or the relevant third party contracted to VAMP (as the case may be).

2. Subject to clause 5.3, VAMP grants the Client a licence to use the documents referred to in clause 5.1 for the purposes of this Agreement, however, the Client must not use nor make copies of any such intellectual property rights in connection with any work other than work comprised in this Agreement and forming part of the Services unless express written approval is given in advance by VAMP (for the avoidance of any doubt, no images provided pursuant to the Services may be reproduced, adapted, uploaded to a third party, linked to, framed, performed in public, distributed or transmitted in any form by any process without VAMP’s specific written consent).

3. Notwithstanding any other provision of this agreement, in the event that the Client is in breach of any of the provisions of this Agreement, VAMP may in its absolute discretion by notice in writing to the Client revoke the licence referred to in clause 5.2 whereupon the Client must return, or cause to be returned, to VAMP all documents referred to in clause 5.1.

4. The Client acknowledges that it is solely responsible for ensuring that any images provided by or on behalf of the Client to VAMP and which are to be used for the Services do not breach any intellectual property rights of any person when they are used for the Services.

6. Confidentiality

1. Neither party shall, without prior written approval of the other party, disclose the other party’s confidential information.

2. Each party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party’s confidential information.

3. A party may disclose the terms of this Agreement to their related companies, solicitors, auditors, insurers and accountants on a confidential basis.

4. This clause will survive the termination of the Agreement.

7. Non-solicitation

1. During the term of this agreement and for a period of 12 months after the termination or expiry of the Agreement, the Client shall not solicit for employment, either directly or indirectly, any person who is employed or contracted by VAMP (including the Talent).

2. The Client will promptly advise VAMP if a person who is employed or contracted by VAMP seeks to be employed or contracted by the Client during the period referred to in clause 7.1.

3. The Client undertakes that it will not compete with, or establish a business which is in competition with VAMP or the Services.

4. This clause will survive the termination of the agreement.

8. Termination

1. Without prejudice to any of its other rights, powers or remedies, VAMP may terminate this agreement and cancel any order for the supply of Services if:

a) any amount due to be paid to VAMP under this agreement is not paid on the due date;

b) the Client breaches any provision of this agreement; or

c) the Client becomes insolvent or bankrupt; or being a company, a receiver or receiver and manager or administrator is appointed to the Client or a mortgagee goes into possession of the Client ‘s assets or business, or an application is made to appoint a liquidator or to have the Client wound up or the Client enters into a scheme of arrangement with its creditors.

2. If this agreement is terminated by VAMP under clause 8.1, VAMP will be released from all liability under this agreement and without limiting any of its other rights it will be entitled to payment for all Services supplied to the Client up to the date of cancellation or termination (as applicable).

9. General

1. VAMP waives a right under this agreement only if it does so in writing.

2. VAMP may assign or otherwise deal with the benefit of any contract made pursuant to the agreement.

3. The rights and remedies provided in this agreement will not affect any other rights or remedies available to VAMP.
4. This agreement is governed by and must be interpreted in accordance with the laws of the Republic of Singapore and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

5. If any provision of this agreement is unenforceable, illegal or void, that provision is severed and the other provisions of this agreement remain in force.

6. Any notice to be given to a party under the agreement must be in writing and must be sent by post, facsimile or email to the address of that party shown in the quotation, purchase order or order acknowledgement. Notice is deemed to have been given at the time it would have been received in the normal course of post if sent by post, or if otherwise given at the time it was actually received.

7. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights to Third Parties) Act (Chapter 53B) to enforce any of its terms.

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