TERMS OF THIS AGREEMENT
1 INTERPRETATION
1.1 Definitions: In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:
Agreement: This Service Level Agreement or SLA
Business Day: Any day excluding Saturday, Sunday or a public holiday in Singapore
Conditions: The Company’s terms and conditions
Contract: Combination of Letter of Acceptance, agreement, sales/purchase order, schedule of rates etc. specifically referred to for the provision of System and/or Service, including this Agreement
Delivery: The supply, installation, commissioning of the System on Premise
EV: Electric vehicle
EVC: Electric vehicle charger
Fee: Amount due for the Company’s rendition of Service to the Client
Financing Agreement: The financing agreement entered into between Parties
Preventive Maintenance: Planned or routine activities undertaken to retain System in serviceable condition
Service: Action performed by the Company for Client, sales excluded
Site: The area or location, where the System is to be Delivered
System: The complete integration of hardware, software and/or services provided for by the Company, including all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it
Term: Has the meaning given to it under Clause 2.1
1.2 Inconsistencies: In the event of inconsistency between the various documents forming this Contract, these Conditions shall prevail.
1.3 Variation: The Company may, at any time, revise, amend and/or modify this Agreement at any time, with or without notification to the Client. It is the Client’s responsibility to check the Company’s platforms from time to time. The prevailing Agreement agreed upon the Client and the Company will form part of the accepted agreement.
2 TERM
2.1 Term: This Agreement is entered into on the Contract and shall continue this Agreement is terminated in accordance with the terms set out herein.
2.2 Termination: Notwithstanding any other Agreement between the Parties, either Party may terminate this Agreement at any time, for any reason or no reason whatsoever, on three (3) months written notice.
3 FEES
3.1 Fees: In consideration of the Service rendered by the Company under this Agreement, the Client shall pay the Fee as set forth in the Contract. The Fee shall become due and payable only when it is earned, by completion of a Service.
3.2 Financing: In respect of Clients under the financing scheme, this Clause 3.2 shall apply in substitution and replacement of Clause 3.1 above. Where the Service or System is financed by the Company, under a zero-outlay scheme, the Fees due shall be accrued on the statement of account (as defined in the Financing Agreement).
4 CLIENT’S OBLIGATION
Obligations: During the Term this Agreement is in effect, the Client agrees to:
a) upkeep the area of the System and ensure that its operation and usage is in accordance with Company guidelines;
b) not make any alterations, additions or improvements to the System without the prior consent in writing of the Company;
c) provide the Company access to the Site and the System for the purpose of Maintenance and repairs;
d) be liable for any loss or destruction of or any damage to the System or any part thereof, due to Client’s negligence per se, and to indemnify the Company against such loss or damage to the System; and
e) inform the Company in writing of any loss, damage or destruction of the System or any part thereof.
5 WARRENTIES
5.1 Company: Without prejudice to the Contract, there are no other warranties, conditions or guarantees by the Company conferred except as expressly provided in these Conditions.
5.2 Manufacturers: Any warranties, conditions or guarantees by the manufacturers or suppliers of the System are theirs alone and not the Company’s. They are for the joint benefit and enforcement of the Company and the Client. Any claims in connection to such warranties, conditions of guarantees shall be made directly against the manufacturer or supplier only.
5.3 Disclaimer: Services provided by the Company are “as is” and “as available”. The Company hereby disclaims all warranties and conditions with respect to the Services, express, implied or statutory, including the implied warranties and conditions of merchantability, satisfactory quality, accuracy and non-infringement of third-party rights. The Company does not warrant the Services performed or provided will be uninterrupted or error-free, that defects in the Services will be corrected, or that the Services will be compatible or work with any third-party applications or third-party services.
6 INSURANCE
Public Liability: For the term duration this Agreement is in effect, the Company shall ensure that it maintains a minimum public liability insurance of SGD 1 million per accident and unlimited per period at each Site. The policy shall be appended as part of the Agreement.
7 FORCE MAJEURE
Force Majeure: In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, natural catastrophes or acts of God, labour or trade disturbance, sabotage, supply regulations or embargoes, failure of public infrastructure, epidemics and any other similar causes.
8 LIMITATION OF LIABILITIES
8.1 Disclaimer: To the fullest extent permitted by law, the Company shall not, in any event, be liable to the Client or any other party for any damages, losses, expenses, penalties or costs whatsoever (including without limitation, any indirect, special, incidental or consequential damages, loss of profits, revenue, business, custom, contracts, opportunity or failure to achieve anticipated savings in costs or expenses) arising in connection with the Client's use of the Services, or the Client's reliance on any Services, regardless of the form of action and even if the Company had been advised as to the possibility of such damages.
8.2 Indemnity: The Client agrees to indemnify against and hold the Company harmless from all liabilities, claims, damages, losses and expenses arising from:
a) any breach by the user of this Agreement;
b) any damage caused to the Site by user’s use of the EVCs; or
c) any damage caused to the Site by any EV.
8.3 Limitation: The Company shall not accept any liability for matters beyond its reasonable control, including third-party damage to the EVCs, EVs connected to the EVCs, or other third-party property.
8.4 Third-Party: Third-parties are not the agents or representatives of the Company and the Company does not accept any liability for any promises or representation made by any such third-party in relation to the Services. The Company shall not be responsible for any acts or omissions of third-parties or claims that the Client may have relating to third-parties.
9 CONFIDENTIALITY
9.1 Confidential Information: Confidential information means any and all oral or written information of the Parties obtained in connection with this Agreement, including all communication in relation to the Services rendered to the Client from the Company (the "Confidential Information").
9.2 Confidentiality Obligation: During the Term and after the termination of the Contract, the Client shall adopt a reasonable standard of professional care to keep confidential and prevent the disclosure, whether directly or indirectly, of all Confidential Information and agrees that such Confidential Information shall at all times remain the property of the Company. The Client shall take all security precautions to prevent the disclosure of Confidential Information and shall not modify, reverse engineer, decompile, create other work from or disassemble any information contained in the Confidential Information without the prior written consent of the Company.
9.3 Exceptions: The restrictions in Clause 9.2 do not apply to:a any use or disclosure authorised by the relevant Party in writing or as required by law or any government, statutory, judiciary or regulatory body Provided That the Client gives immediate written notice to the Company so that the Company may seek a protective order or other appropriate remedy and the Client shall only disclose the portion of such Confidential Information as is legally required to be disclosed; orb any information which is already in, or comes into, the public domain otherwise than through the receiving Party's unauthorised disclosure.
9.4 Surviving Obligations: All rights and obligations under this Section shall continue after the termination of this Agreement.
10 DATA COLLECTION
Data Collection and Processing: To the extent applicable, the Client agrees to grant the Company rights to collect, process, and use any data on behalf of the Client in connection with the Services covered in this Agreement, including related communications between the Parties required for the purpose.
11 INTELLECTUAL PROPERTY
Intellectual Property: All right, title and interest in and to any intellectual property related in any way to the System is, and shall remain, the exclusive property of the Company. For the purposes of this Agreement, intellectual property shall include, all of a Party's patents, copyrights, algorithms, application programming interfaces, architectures, data collection and databases, know-how, trademarks, service marks and other brand identifiers, proprietary information, protocols, schematics, software (in any form, including source code and executable code) and all other forms of technology and all rights and forms of protection of a nature similar to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of the Agreement.
12 MARKETING
12.1 Marketing: The Client agrees that the Company may identify the Client as a customer of the Company and hereby irrevocably grants a worldwide, royalty free and perpetual licence to the Company to use the Client's name and logo in the Company's marketing activities.
12.2 Consent: The period of consent shall surpass the completion or termination of the Agreement. The Company may also briefly describe the Client's information on the Company's marketing material within its website, presentations or any form of publicity, inclusive of press releases and case studies.
13 GENERAL
13.1 Assignment: Notwithstanding anything set out herein and subject to the applicable laws, the Company may at its discretion, transfer, assign and/or novate any of its rights, privileges and/or obligations under this Agreement to any Group Company, with or without notice to the Client. For the purposes of the foregoing, “Group Company” shall refer to any holding company, subsidiary, affiliate of the Company or such corporation nominated by the Company from time to time.
13.2 No Partnership: Nothing in this Agreement creates or shall be deemed to create any partnership, joint venture or agency between the Parties.
13.3 Partial Invalidity: If at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
13.4 Entire Agreement: This Agreement, its Appendices, Schedules and Exhibits hereto, and the Financing Agreement (if applicable) set forth the entire agreement and understanding of the Parties hereto with respect to this transaction, and shall supersede and cancel all previous agreements, verbal or written, and constitutes the entire agreement between the Parties. In the event of any inconsistency between the terms of this Agreement and any other terms, the terms set out in this Agreement shall prevail.
13.5 Contracts (Rights of Third Parties) Act: Unless expressly provided to the contrary in the Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or enjoy the benefit of any term of this Agreement.
13.6 Survival: Termination or expiry of this Agreement, however caused, shall not affect any provision of this Agreement, which is expressly or by implication intended to come into or remain in effect on or after termination or expiry of the Agreement, including Sections 5 (Warranties), 8 (Limitation of Liabilities), 9 (Confidentiality), 10 (Data Collection), 11 (Intellectual Property), 12 (Marketing) and 13 (General).
13.7 Governing Law: This Agreement, and any non-contractual obligations arising from or in connection with this Agreement, will be governed by, and construed in accordance with the laws of Singapore.
13.8 Dispute Resolution: The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of the Agreement).
(Updated as at 7 April 2023)
