GoNetZero™ GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

1.1.The following terms have the following meanings:

“Affiliate” when used with reference to a Party, shall mean any individual or company which, directly or indirectly (a) controls that Party, (b) is controlled by that Party, or (c) is under common control with that Party, where “control” means power and ability to direct the management and policies of the controlled company through ownership of or control of more than fifty percent (50%) of the voting shares of the controlled company;

“Anti-Corruption Laws" means all anti-bribery and corruption laws, rules, regulations and orders of any Governmental Authority or jurisdiction applicable to a Party or its business (including the Prevention of Corruption Act 1960 and Penal Code 1871 of Singapore; the United States Foreign Corrupt Practices Act of 1977; and the United Kingdom Bribery Act 2010), as may be amended, supplemented and/or modified from time to time;

“Anti-Money Laundering Laws” means all applicable anti-money laundering and counter-terrorism financing laws, rules, regulations, guidelines (including financial record keeping and reporting requirements) of any Governmental Authority;

“Antitrust Laws” means all laws, rules, regulations and orders of any Governmental Authority or jurisdiction applicable to a Party or its business laws which prohibit or regulate anti-competitive practices or arrangements including but not limited to abuse of dominance, price fixing, bid rigging, market allocation, dumping;

"Applicable Data Protection Laws” means all data protection and privacy laws, regulations and rules which are applicable to the Personal Data processed pursuant to this Contract, including but not limited to the Personal Data Protection Act 2012 of Singapore, or other similar applicable worldwide data protection laws that relate to the protection of personal data;

“Background IP” shall mean any Intellectual Property Rights that are used in the course of or in connection with the provision of the Services and/or supply of Goods that were created and/or developed (a) independently of the Contract; and/or (b) before the effective date of the Contract;

“Business Day” means any day other than a Saturday, Sunday or recognized public holiday in Singapore;

“Company" means the Sembcorp entity that is a party to the Contract and/or its Affiliate identified in the Quotation;

“Compliance Laws” mean and include Anti-Corruption Laws, Anti-Money Laundering Laws, Trade Sanctions, Antitrust Laws, and all applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit bribery, money laundering, tax evasion, anti-competitive practices, money laundering or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person;

“Conditions” means the General Terms and Conditions of purchase set out in this document;

"Contract" means the contract for supply of Goods and/or the performance of Services (as the case may be) referring these Conditions;

"Contract Price" means the price as set out in the Contract or Quotation which is payable to the Company for the supply of Goods and/or performance of the Services in accordance with the Contract and shall be fixed subject only to adjustments expressly provided in the Contract;

"Customer" means the person or organisation that has entered into the Contract with the Company;

“Controlled” means where one person (either directly or indirectly and whether by share capital, voting power, contract or otherwise) has the power to appoint or remove the majority of the members of the governing body of another person or otherwise controls or has the power to control the affairs and policies of that other person;

“Cybersecurity Act” refers to the Cybersecurity Act 2018 of Singapore or its equivalent in the respective jurisdictions where the Services and/or Goods are being provided;

“Data Subject”, “Personal Data”, “Processing” shall bear the meanings given to those terms respectively in the Applicable Data Protection Laws;

"Goods" means the goods and materials (or any part of them) which the Company is required to supply under the Contract;

"Governmental Authority / Authorities" means any nation or government, any state, municipality, locality or other political subdivision thereof and any entity, body, agent, commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government and any executive official thereof, or in relation to the subject of Compliance Laws any relevant authority, regulator, public official including the United Nations, government minister, department or statutory body with competence to issue, impose, administer or enforce such Compliance Laws whether in or outside of the jurisdiction applicable to a Party or its business;

“Intellectual Property Rights” means any trademarks, licenses patents, copyrights or similar proprietary right (including, but not limited to, misappropriation of trade secrets);

"Official” means (a) any officer or employee of any Governmental Authority or any department, agency or instrumentality thereof, or any person acting in an official capacity on behalf of any such Governmental Authority, department, agency or instrumentality; (b) any political party; (c) any official of a political party; (d) any candidate for political office; or (e) any officer or employee of a public international organization such as the United Nations;

“Party” shall mean either the Company or the Customer and “Parties” shall mean both the Company and the Customer;

“Personnel” shall mean a Party’s officers, employees, agents, contractors and sub-contractors engaged in or for the performance of the Contract;

“Quotation” shall mean the Company’s quotation to which these Conditions apply to (if applicable);

"Restricted Party" means, at any time: (a) any individual or entity included in the Specially Designated Nationals and Blocked Persons Lists published and amended from time to time by Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) or the equivalent lists maintained by any of the Sanctions Authorities; (b) any individual or entity operating, organised, living, incorporated, registered or legally based in a Sanctioned Country; or (c) any individual or entity Controlled or majority owned or acting on behalf of or under the direction of, any of the individual or entities in (b);

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any sanctions that apply worldwide or to a particular country or territory, including but not limited to North Korea, Iran, Syria, Cuba, Russia and the Crimea, Donetsk and Luhansk regions of Ukraine;

“Sanctions Authority” means the government of the United States of America, the European Union, the United Kingdom, Singapore, the United Nations and/or any Governmental Authority which has jurisdiction over any Party (and its Affiliates) to this Contract and/or any transactions covered by this Contract, including any respective governmental institutions and Governmental Authorities of any of the foregoing;

“Services” means the services as set out or referred to in Contract or a Quotation as agreed between the Parties;

“Trade Sanctions” means any trade, economic or financial sanctions, trade controls, export controls, embargoes or restrictive measures or related laws or regulations enacted, imposed, administered or enforced from time to time by any Sanctions Authority.

1.2. Unless the context otherwise dictates, words importing the singular shall include the plural and references to the male gender shall include the female and neuter genders and vice versa. References to a person shall be construed as references to an individual, proprietorship, firm, corporation, company, unincorporated body of persons or any state or agency thereof.

1.3. The headings are for convenience only and not for the purpose of interpretation.

1.4. To the extent that the Contract relates to the provision of Services only and not to Goods, the terms relating to Goods shall be disregarded, and to the extent the Contract relates to the provision of Goods only and not to Services, the provisions relating to Services shall be disregarded.

2. SCOPE OF CONTRACT

2.1.The Company shall carry out, complete and perform the Services and/or supply of Goods (as the case may be) in accordance with the terms and conditions of the Contract, which includes:

(a) the Quotation (where applicable); and

(b) these Conditions.

2.2. To the extent that there is any inconsistency between the documents in the Contract, the terms of these Conditions herein shall prevail.

2.3. In relation to the Services, the Company shall: -

(a) carry out, complete and perform the Services with due diligence, efficiency, skill and workmanship expected of a service provider providing similar or the same Services;

(b) comply with the practices and standards of the industry of the Company, namely practices and standards well-accepted and applicable to established service providers of similar services; and

(c) comply with governmental and other statutory requirements applicable to the Services provided by the Company.

3. CONTRACT PRICE

3.1.The Contract Price shall be set out in the Contract or Quotation and does not include applicable goods and services tax, which shall be borne by the Customer.

3.2.Unless otherwise agreed in writing, the Customer shall not be charged for any out-of-pocket expenses associated with the performance of this Contract.

4. PAYMENT TERMS

4.1.Each of the Company's invoices shall be due and payable by the Customer within the time period as set out in the Contract or Quotation, or if not expressly set out in the Contract or Quotation, within thirty (30) days of receipt of such invoice

4.2.Contract Price shall not be refundable.

4.3.The Company may at any time, without limiting any of its other rights or remedies, set off any sum(s) due from the Customer to the Company against any amount due from the Company to the Customer under the Contract.

5. DELIVERY

5.1.Unless expressed otherwise, the cost of delivery of the Goods and/or Services is deemed to be included in the Contract Price.

6. WARRANTIES

6.1.In relation to the Services and/or deliverables, the Company represents, warrants and undertakes that:

(a) the Services and/or deliverables shall be performed and delivered by appropriately qualified and trained Personnel using reasonable care and skill and in accordance with the terms of the Contract;

(b) where the Company in connection with the provision of any Services supplies any goods (including the deliverables) supplied by a third party, the Company shall assign to the Customer the benefit of any warranty, guarantee or indemnity given by the third party supplier to the Company;

(c) the Customer shall acquire good and clear title to the deliverables, free and clear of all liens, claims, encumbrances and other restrictions whatsoever;

(d) the Services and deliverables provided do not infringe upon any Intellectual Property Rights of any third party by obtaining prior to submitting the deliverables to the Customer all necessary assignments of Intellectual Property Rights subsisting in contributions to the deliverables by any of its Personnel, permitted sub-contractors and any other third party to the Customer;

(e) the Customer shall be able to quietly and peacefully possess all deliverables;

(f) the deliverables provided will be in good condition, good working order, ready for use and free from any defects in material and workmanship;

(g) the Services and deliverables provided pursuant to the Contract shall be fit for the ordinary purposes for which such Services and deliverables are used and shall be provided or developed in accordance with the descriptions, warranties and performance criteria as may be set forth in the Contract up to the expiry of the applicable warranty period (if any);

6.2. In relation to Goods, the Company represents, warrants and undertakes that:

(a) the Customer shall acquire good and clear title to the Goods, free and clear of all liens, claims, encumbrances and other restrictions whatsoever;

(b) the Goods provided do not infringe upon any Intellectual Property Rights of any third party;

(c) the Goods shall be fit for the ordinary purposes for which such Goods are used and shall be provided or developed in accordance with the Contract and such other descriptions, warranties and performance criteria as may be set forth in the Contract up to the expiry of the applicable warranty period (if any).

7.LIABILITIES AND INDEMNITIES

7.1. If any part of the Goods, Services and/or deliverables are, or in the either Party’s reasonable opinion likely to be, held to be infringing any third party’s Intellectual Property Rights, the Company will at its expense and option either:

(a) procure the right for the Customer to continue using it;

(b) replace it with a non-infringing equivalent;

(c) lawfully modify it to make it non-infringing; or

(d) direct the return of the Goods, Service and/or deliverables and refund to the Customer the fees paid for such unused and returned Goods and/or the fees paid for such Services and/or deliverables less a reasonable amount for the Customer’s use of the Services and/or deliverables up to the time of return.

7.2. Neither Party shall in any circumstances whatsoever be liable to the other Party for any loss of profit, loss of anticipated earnings or savings, loss of revenue, loss of use, loss of contract, loss of goodwill or for indirect, consequential or special damages arising out of or in connection with the Contract, irrespective of whether such claims for such damages be based on contract, tort or otherwise at law.

7.3.The Company’s total liability to the Customer under the Contract, whether in contract, tort, breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the Contract Price

7.4.Nothing in the Contract excludes or limits any party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

8. INTELLECTUAL PROPERTY

8.1.All Intellectual Property Rights in any specifications, documents, ideas, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

(a) provided to the Customer by the Company shall remain as the Company’s property; or

(b) prepared by or for the Company specifically for the use, in relation to the performance of the Contract shall belong to the Company.

8.2.All Background IP shall remain the exclusive property of the Party owning them and the Contract does not affect the ownership of any Background IP of a Party. No licence to use any Background IP is granted or implied by the Contract except the rights explicitly granted in the Contract.

8.3.The Company grants to the Customer, or shall procure the direct grant to the Customer, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence (including the right to sub-licence to its Affiliates and sub-contractors) to use such Company’s Background IP as may be required for the purpose of receiving and using the Goods, Services and the deliverables.

8.4.The Customer grants the Company a fully paid-up, non-exclusive, royalty-free and non-transferable licence to use the Customer’s Background IP for the term of the Contract and for the sole purpose of providing the Goods, Services and/or deliverables to the Customer. Any derivations or modifications of the Customer’s Background IP howsoever created will be the property of the Customer.

8.5.Where the Company creates or generates any new deliverable (including but not limited to computer software programs and documentation, algorithms, program code, any inventions and ideas, written material or other property, tangible or intangible) in providing the Services and/or arising out of or resulting from the performance of the Contract then the Company will own the entire right, title and interest in and to all Intellectual Property Rights in the newly created deliverable.

9. PERSONNEL OF THE CUSTOMER

9.1.No Personnel of the Customer shall be considered at any time to be either expressly or by implication the Personnel of the Company.

9.2.All payments due to the Personnel of the Customer shall be the sole responsibility of the Customer.

9.3. Any act, omission, breach or non-compliance with the Contract by any Personnel of the Customer shall be deemed to be the act, omission, breach or non-compliance, as the case may be, of the Customer, regardless of whether or not it was:

(a) authorized by the Customer or its subcontractor; or

(b) done in the course of employment.

10. CONFIDENTIALITY

10.1 “Confidential Information” shall mean the existence of the Contract, the provision of the Contract, including the negotiations of the Contract, and any knowledge or information at any time disclosed to either party (“Receiving Party”) by or on behalf of the other party (“Disclosing Party”) in writing, in drawings or in any other way (whether orally or in writing), or acquired by the Receiving Party from the Disclosing Party, and all data derived therefrom, in connection with the Contract, whether of a scientific, commercial, technical, procedural nature, trade secret or otherwise, which would be regarded by a reasonable person as confidential, but excluding Personal Data (addressed in Clause 11), except to the extent that such knowledge or information:

(a) is or becomes part of public knowledge or literature as evidenced by printed publication or otherwise provided this is not through the act or default of the Receiving Party;

(b) is or has been disclosed or furnished or lawfully made known to the Receiving Party by any third party without restriction on disclosure; or

(c) is disclosed as required by law, pursuant to a subpoena or other validly issued judicial process, any rules of a stock exchange provided, however, the Receiving Party agrees to provide to the Disclosing Party (to the extent practicable and not prohibited under applicable law) as soon as practicable, notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy.

10.2. Confidential Information shall continue to be the property of the Disclosing Party.

10.3. The Receiving Party may disclose Confidential Information to its Personnel or to its professional advisors on a ‘need to know’ basis only provided always that (a) such disclosure or use of the Confidential Information is absolutely necessary and required for the performance of the Contract; (b) the recipient of any Confidential Information pursuant to this Clause is subject to similar confidentiality obligations hereunder; and (c) the Receiving Party shall be liable for any breach of confidentiality by the recipient of such Confidential Information pursuant to this Clause.

10.4. During or after the term of the Contract, or upon termination of the Contract by either the Customer or the Company and unless provided otherwise in the Contract, the Customer shall not in any circumstances (other than if required by law) without the Company's prior written consent disclose to any third party any Confidential Information in whole or in part or publish any Confidential Information, at any symposia, national, international or regional professional meeting or in any journal, thesis, dissertation, newspaper or otherwise, the findings, methods and results derived from the Contract. The Customer further agrees that it shall not, whether during or after the completion of any projects, make any public announcement or release any press release relating to the Company (including but not limited to the Company’s name and/or existence of this Contract), except with the prior written consent of the Company.

10.5. For the purposes of this Clause, reference to:

(a) Company includes any related companies as defined in section 6 of the Companies Act (Cap. 50);

(b) the Customer, includes its Affiliates, and where the context permits, includes its subcontractors.

10.6. This Clause shall survive the termination or expiry of this Contract.

10.7. In the event of termination or expiry of this Contract, upon the written request of the Disclosing Party and at the Disclosing Party’s option, the Receiving Party shall immediately destroy or return to the Disclosing Party, all of the Disclosing Party’s Confidential Information and Personal Data, in the Receiving Party’s possession and provide an undertaking to the Disclosing Party that such destruction has taken place and the procedures for destruction are performed in a secured manner and in accordance to generally acceptable security requirements (e.g. electronic deletion). Notwithstanding the foregoing, the Receiving Party shall be allowed to keep one (1) copy of the Confidential Information solely for purpose of fulfilling its obligations under any applicable law or regulation, and copies of any computer records and files containing any Confidential Information which have been created pursuant to its automatic back-up procedures where it is not reasonably practicable to destroy the same, provided further that notwithstanding the termination or expiry of this Contract, all such information retained shall continue to be subject to the confidentiality obligations hereunder.

10.8. Without prejudice to Clause 10.1 above, any and all of the Company’s data that are classified as ‘restricted’ or ‘confidential’ shall be considered as the Company’s Confidential Information. The Customer shall not transfer any Confidential Information outside of the Company’s site or premises unless with the prior written consent from the Company and shall comply with all the Company’s applicable policy relating to data protection.

11. PERSONAL DATA PROTECTION

11.1. The Parties may provide each other with Personal Data in the course of the performance of this Contract. Both Parties will comply with all applicable obligations and requirements under the Applicable Data Protection Laws.

11.2. The Customer shall comply with any cybersecurity related policy, guidelines or procedures as may be prescribed by the Company’s Personnel to the Customer.

11.3. Before transferring or disclosing any Personal Data to the Company, the Customer shall ensure that it is carried out with appropriate lawful basis and right to enable the processing of Personal Data by the Company, including but not limited to obtaining all necessary and appropriate consents from and providing any required notifications to the relevant Data Subjects in accordance with Applicable Data Protection Laws.

11.4. The Company agrees to provide the Customer with reasonable prior written notice for any planned maintenance, repairs or changes to the Company’s systems, applications or processes that may affect the Customer’s business operations and/or security controls.

12. COMPLIANCE WITH LAWS

12.1. The Customer represents and warrants that:

(a) it is aware of, understands, has complied with, and will comply with, all laws applicable to the Customer in the performance of this Contract, including but not limited to: (i) Anti-Corruption Laws; (ii) Data Privacy Laws; (iii) Trade Sanctions; (iv) Anti-Trust and Anti-Money Laundering Laws; (v) immigration, labor and employment laws; (vi) employment opportunity and anti-discrimination laws; and (vii) environmental laws; and

(b) it has not been prosecuted and is not the subject of any actual legal proceedings or investigation in any jurisdiction for offences relating to any Compliance Laws; and will not do any act or fail to do any act which would cause the Company to be in violation of any such laws.

12.2. The Company shall not be obliged to perform any obligation otherwise required by the Contract, or engage in any other acts if this would:

(a) be in violation of, or inconsistent with any Compliance Laws; and

(b) expose the Company to the risk of being in breach of any Compliance Laws or subject to punitive measures under any Compliance Laws.

12.3. The Customer shall promptly inform the Company of any investigation or inquiry by any Governmental Authority in connection with Compliance Laws. In the event of any such investigation or inquiry, the Customer agrees to cooperate fully and provide the Company with all necessary information and assistance to the extent permitted under all applicable laws.

12.4. For the avoidance of doubt, the Company shall not be liable to the Customer for any claims, losses or damages whatsoever related to its decision to terminate and/or suspend the Contract due to the Customer’s non-compliance or alleged non-compliance with this Clause. Further, in the event of a breach or non-compliance of this Clause, the Customer shall indemnify, defend, and hold harmless the Company, its Affiliates, and their respective directors, officers, employees from and against any and all losses, damages, claims, expenses (including legal costs), fine and penalties arising out of the Customer’s representations being untrue or arising out of the Customer’s breach of any of its representations and warranties and/or undertakings in this Clause.

13. FORCE MAJEURE

13.1. A “Force Majeure Event” means any event which is not reasonably foreseeable, beyond the reasonable control and not due to the fault or negligence of the Party affected (including its subcontractors, if any) and which could not have been avoided by due diligence and the use of reasonable efforts. A Force Majeure Event includes, without limitation, acts of God, drought, flood, earthquakes, storm, fire, lightning, epidemic/quarantine order, war, riot, civil disturbance, sabotage, explosions, strikes or labour disputes (excluding any strikes, labour disputes or other labour difficulties in which the Personnel of the affected Party, are involved), an embargo, blockade or sanctions on the import or export of goods, services or technology and changes in laws. A Force Majeure Event includes the failure of a subcontractor to furnish labour, services, materials or equipment in accordance with its contractual obligations only if such failure is itself due to a Force Majeure Event.

13.2. A Party shall not be liable for failure or delay in performing any of its obligations under the Contract to the extent that the failure or delay is due to a Force Majeure Event provided always that:

(a) immediately upon knowing that it will not be able to fulfil its obligations, it notifies the other Party in writing, giving full particulars of the Force Majeure Event and of how the performance of the Contract has been affected;

(b) the Party uses its best endeavours to mitigate or overcome the negative effect of the Force Majeure Event;

(c) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;

(d) no obligations of the Party which arose before the occurrence of the Force Majeure Event causing the suspension of performance are excused as a result of the occurrence; and

(e) when the Party is able to resume performance of its obligations under the Contract, such Party gives the other Party written notice to that effect and promptly resumes performance hereunder.

13.3. If performance prevented or delayed by a Force Majeure Event cannot be resumed within one (1) month from the date the same was first prevented or delayed, either Party may be entitled to terminate the Contract by giving the other Party seven (7) days’ written notice after expiry of the one (1) month period. Neither Party shall be liable for any loss or damage arising out of or in connection with such termination but each party shall remain responsible for its obligations with respect to actions and events prior to the termination of the Contract.

13.4. For the avoidance of doubt, the failure to obtain the approval or the withdrawal of approval from the relevant Governmental Authorities or other governing bodies shall not be considered a Force Majeure Event and the provisions of this Clause shall not apply to such an event.

14. Title and Risk

14.1. Title in Goods shall pass to the Customer when the Customer or designated nominee of the Customer pays for the Goods and the Goods have been accepted by the Customer in accordance with the Contract. The transfer of title in Goods will be without prejudice of the Customer’s right to refuse or reject the Goods in case of non-conformity or defect.

14.2. Risk of loss of or damage to the Goods shall reside with the Company until the Customer pays for the Goods and the Goods have been accepted by the Customer in accordance with the Contract. However, any such transfer of risk will be without prejudice of Customer’s right to refuse or reject the Goods in case of non-conformity or defect.

15. TERMINATION

15.1. Either party may terminate for material breach not cured within thirty (30) days of written notice.

15.2. The Company may, without prejudice to any other rights it may have, by written notice terminate the Contract with immediate effect or suspend its performance of all or any of its obligations under it immediately and without liability of the Company for compensation or damages if:

(a) any circumstances arise which give reasonable grounds in the Company’s opinion that the Customer has obtained any unfair advantage or used any improper/unfair/unethical/unscrupulous/fraudulent acts or conduct in obtaining its Contract with the Company;

(b) any circumstances arise which give reasonable grounds in the Company’s opinion the Customer has acted in a manner incompatible/inconsistent/prejudicial to the image of the Company;

(c) the Customer takes or has taken against it any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or the Customer entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause; or

(d) the Customer takes, has taken any step or action, or fails to take any step or action, which causes the Company to be in breach of applicable laws and regulations.

15.3. The Company may terminate the Contract at any time and without any reason or ground whatsoever upon giving the Customer thirty (30) days written notice. The Company shall not be liable for any loss or damage arising out of or in connection with such termination.

15.4. Each Party shall remain responsible for its obligations with respect to actions and events prior to the termination of the Contract.

16. GENERAL

16.1. Conflict of Interests. The Customer shall immediately declare to Company all work or relationships that may give rise to any conflicts of interest between itself and Company before and during the term of the Contract.

16.2. Independent Contractors. The Company and Customer are independent contractors. Nothing in the Contract shall be deemed to constitute a joint venture or partnership between the Parties, nor constitute any Party as the agent of the other Party for any purpose or entitle any Party to commit or bind the other Party in any manner.

16.3. Third Parties. Unless otherwise agreed in writing between the Parties, a person who is not a Party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any terms of the Contract.

16.4. Governing Law, Jurisdiction. The Contract shall be governed by the laws of Singapore the Parties hereby irrevocably submit to the exclusive jurisdiction of the Singapore Courts.

16.5. Entire Contract; Waiver. The Contract is the Parties’ entire contract with respect to its subject matter, and supersedes any prior communications, discussions, understanding or contracts. No delay or omission by a Party in exercising any right under the Contract will operate as a waiver of that or any other right. A waiver or consent given by the Party in writing on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

16.6. Severability. If any provision of the Contract is held to be unenforceable, the unenforceable provision shall be replaced by an enforceable provision that comes closest to the parties’ intentions underlying the unenforceable provision, and the remaining provisions of the Contract shall remain in full force and effect. The unenforceability of any provision in any jurisdiction shall not affect the enforceability of such provision in any other jurisdiction.

16.7. Subcontracts; Assignment. The Customer may not assign, novate, transfer or subcontract any of its rights and/or obligations pursuant to the Contract, unless the Company provides prior written consent, which the Company reserves the right to withhold or delay. The Company may assign or transfer the Contract, in whole or in part, to any Affiliate or in connection with any acquisition, consolidation, merger, reorganization, transfer all or substantially all its assets or other business combination, or by operation of law without Customer’s consent. The Company shall notify the Customer of an assignment in connection with any change of control event immediately prior to such assignment. Subject to the foregoing, the Contract will bind and benefit the parties and their respective successors and permitted assigns.

16.8. Variation. The provisions of the Contract shall not be varied except by agreement in writing signed by the duly authorized representatives of both Parties.

16.9. Use of Name. Except as may be necessary for either Party to carry out its obligations under the Contract, neither Party shall under any circumstances whatsoever use the other Party's name, trade names, trademarks, service marks, logos, or other symbols or other source identifying devices, or combinations or variations thereof, or the name of any employee of either Party, in any public announcement, news release, advertising, or promotional literature, without first obtaining the written consent and approval of the other Party.

16.10. Notices. All notices given pursuant to this Contract shall be in writing. All notices shall be sent to the parties at their respective address in the Contract, or to such email address, facsimile number or address as subsequently modified by written notice given by such Party.

16.11. Counterparts. The Contract may be signed in counterparts, including via facsimile, pdf or other electronic reproduction, and any such counterpart will be valid and effective for all purposes.