TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES
These terms and conditions (“Terms”) define the contractual relationship between Millionaireasia Pte Ltd (the “Company”, MA) and Customer. All persons enter into a contractual relationship of supply of Goods and Services with MA shall be deemed to have read and accepted the Terms. The Terms may be amended by the Company from time to time without prior notice. The amended Terms shall be effective as soon as it is published on the Company’s website. Please review these Terms periodically as your continued engagement with MA is deemed acceptance of any revised Terms in force at the time.
1. Supply of products and services
1.1 MA shall use reasonable best efforts to provide to the Customer the Products and Services. MA shall provide the Products and Services in accordance with the terms and conditions in this Agreement and in a professional and diligent manner consistent with industry standards and good business practice.
1.2 MA shall comply with all applicable laws in its performance of the Services.
1.3 All persons employed by MA in connection with the Services shall either be employees of MA or consultants or independent contractors retained by MA. MA shall be solely responsible for complying with all laws and regulations affecting such persons.
1.4 MA shall at all times comply with all applicable laws, statues and regulations that are applicable to the operation of its business and to this Agreement and its performance hereunder, except to the extent that failure to comply could not, in the aggregate, reasonably be expected to have a material adverse effect on its business or on its ability to comply with its obligations under this Agreement. Without limiting the generality of the foregoing, each Party shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct that portion of its business relating to the exercise of its rights and the performance of its obligations under this Agreement.
2.1 In consideration of the provision of the Products and Services under this Agreement, the Customer shall pay MA:
a) in respect of the Products, the total price of the Products and
b) in respect of the Services, a fee of which amount shall be inclusive of any costs of materials or other expenses of MA in providing such Services.
c) Such price or fees, whichever maybe, are made known to the customers.
2.2 Payment to MA of the fees in accordance with Clause 2.1 shall constitute payment in full for the performance of the Services, and the Customer shall not be responsible for paying any other fees, costs, or expenses.
2.3 The Customer shall pay all properly invoiced amounts due to MA within seven (7) days after the Customer’s receipt of such invoice.
3.1 In supplying the Products, MA shall:
a) endeavour to deliver the Products to the Customer’s registered address, at a nominal cost. Alternatively, MA shall arrange to have the Products ready for collection at MA’s or Third party registered address by the delivery date;
b) ensure that the Products are of a reasonable quality and standard and
c) comply with all applicable laws, statutes and regulations in the manufacture, packaging and delivery of the Products.
3.2 If 7 Business Days after the day on which MA attempted to make delivery of Products and notified the Customer that Products were ready for collection, the Customer has not taken delivery of / collected those Products, MA may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Products.
3.3 MA may deliver Orders by instalments which shall then be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.
3.4 The Customer shall have the right to exercise their reasonable discretion to reject the Products and request a replacement if the Products are not satisfactory. MA shall then endeavour to supply to the Customer the replacement Products within a reasonable amount of time and as agreed between the Parties, or alternatively, be liable under Clause 3.2.
3.5 In supplying the Services, MA shall:
a) perform the Services with reasonable care and skill;
b) use reasonable endeavours to perform the Services in accordance with the service description;
c) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
d) comply with all applicable laws, statutes, regulations from time to time in force, provided that MA shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under the Agreement; and
e) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to MA, provided that MA shall not be liable under this Clause 5(e) if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
4.1 In respect of the Services, the Customer shall:
a) co-operate with MA in all matters relating to the Services;
b) provide, for MA, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by MA; and
c) provide, in a timely manner, such information as MA may require in the rendering of the Services and ensure that it is accurate and complete in all material respects.
4.2 If MA’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, MA shall:
a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
b) be entitled to payment of the Fees despite any such prevention or delay; and
c) be entitled to recover any additional costs, charges or losses MA sustains or incurs that arise directly or indirectly from such prevention or delay.
5.1 This Agreement may be terminated by either Party giving to the other not less than 7 days’ prior written notice.
5.2 Either Party may at any time terminate this Agreement with immediate effect with no liability to make any further payment to the other Party (other than in respect of any accrued fees or expenses at the date of termination) if:
a) the other Party is in material breach of any of its obligations under this Agreement; or
b) after notice in writing, the other Party wilfully neglects to provide or fails to remedy any default in the performance of any of its obligations under this Agreement within a reasonable period.
Any delay by either Party in exercising its rights to terminate shall not constitute a waiver of those rights.
Any property belonging to each Party (the “first Party”) in the possession of the other Party and any original or copy documents obtained in the course of performing its obligations under this Agreement shall be returned to the first Party at any time on request and in any event on or before the termination of this Agreement. The Parties also hereby undertake (and shall ensure that each of their relevant personnel undertakes) to irretrievably delete any information relating to the business of the first Party stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in its/his possession or under its/his control outside the premises of the first Party.
7.1 MA will be an independent contractor and nothing in this Agreement shall render it an agent or partner of the Customer and it shall not hold itself out as such.
7.2 Neither Party shall be in breach of this Agreement not liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
8.1 For the purpose of this Clause 8, “Business Day” is defined as a day (other than a Saturday, Sunday or public holiday) when banks in Singapore are open for business and “Working Hours” is defined as the hours between 9:00am and 5:00pm, Singapore time.
8.2 Any notice to be given by one Party to the other Party in connection with this Agreement shall be in writing in English and signed by or on behalf of the Party giving it. It shall be delivered by hand, email, registered post or courier using an internationally recognised courier company.
8.3 A notice shall be effective upon receipt and shall be deemed to have been received: (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at the time of transmission if delivered by email. Where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.
8.4 The provisions of this Clause 9 shall not apply to the service of any proceedings or other documents in any legal action.
Neither Party may assign this Agreement in whole or in part. Any purported assignment by either Party without the prior written consent of the other Party shall be null and void from the initial date of the purported assignment.
10. Conflict with other agreements
10.1 If there is any conflict between the terms of this Agreement and any other agreement, the terms of this Agreement shall prevail (as between the Parties to this Agreement and as between any affiliates of either Party) to the extent of the inconsistency unless:
a) the other agreement expressly states that it overrides this Agreement in the relevant respect; and
b) the Parties:
i. are also parties to that other agreement; or
ii. expressly agree in writing that the other agreement overrides this Agreement in that respect.
11. Legal relationship
This Agreement shall not be deemed to create any partnership, employment, or agency relationship between the Parties. Neither Party shall be entitled to pledge, comment or authorise any matter that is not set out under the terms of this Agreement.
12. Costs
Except as otherwise provided in this Agreement, each Party shall pay its own costs and expenses incurred in connection with negotiating, preparing and completing this Agreement and the other documents referred to in this Agreement.
13. Set-off
The Customer shall pay all sums due under this Agreement without set-off or counterclaim.
14. Further assurances
Each of the Parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
15. Confidentiality and announcement
15.1 For the purposes of this Clause 15:
a) “Confidential Information” means information, whether disclosed in writing, orally or by other means, whether tangible or intangible, that the disclosing party discloses to the receiving party in strict confidence and considers to be confidential and/or proprietary, including but not limited to: (i) information relating to the disclosing party’s and/or its affiliates’ (or their respective customers and/or MAs) current and future research and development, strategies, plans, work in progress, engineering, manufacturing, and products and services; (ii) information relating to the disclosing party’s and/or its affiliates’ or their respective customers’ and/or MAs’) inventions, works of authorship, copyrights, patents, trade secrets, know-how, drawings, designs, claims, prices, processes, materials, equipment, methods, specifications, formulae, samples, compounds, formulations, results, or data; and (iii) information relating to the disclosing party’s and/or its affiliates’ business, personnel matters, sales, marketing activities, as well as technical and financial information, marked or designated by the disclosing party as “confidential” or “proprietary”. Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential;
b) “Affiliates” means: (i) an organisation, which directly or indirectly controls either Party; or (ii) an organisation which is directly or indirectly controlled by either Party; or (iii) an organisation, which is controlled, directly or indirectly, by the ultimate parent company of either Party. The term, control, as used herein means the possession of the power to direct or cause the direction of the management and the policies of an entity, whether through the ownership of a majority of the outstanding voting security or by contract or otherwise.
15.2 Each Party shall:
a) hold Confidential Information in confidence;
b) not disclose it to any person other than an affiliate or an adviser appointed to advise that Party on the subject matter of this Agreement strictly on a ‘need-to-know’ basis; and
c) use (and ensure that any of the aforesaid affiliate or adviser in possession of such Confidential Information uses) the Confidential Information only for the purpose of exercising or performing that Party’s rights and obligations under this Agreement.
15.3 Clause 15 shall not apply to Confidential Information to the extent that:
a) the Confidential Information is required to be disclosed by law ge or governmental or regulatory authority. If the receiving party believes that this sub-Clause 3 applies, it shall, as far as it is practicable and lawful to do so (and except in connection with disclosure to a tax authority having competent jurisdiction over the receiving party):
i. first consult the disclosing party to give the disclosing party an opportunity to contest the disclosure; and
ii. take into account the disclosing party’s reasonable requirements about the proposed form, timing, nature and extent of the disclosure;
b) the Confidential Information is required to be disclosed so that the receiving party can fulfil its obligations under this Agreement;
c) the Confidential Information was already in the public domain when it was first made available to/received by the receiving party;
d) the Confidential Information subsequently enters the public domain, other than through breach of Clause 2;
e) written records show that, when the Confidential Information was first made available to the receiving party, it was already in the lawful possession of the receiving party or any of its affiliates;
f) the Confidential Information is developed by or for the receiving party at any time independently of the information disclosed to it by the disclosing party by persons who have had no access to or knowledge of the said information;
15.4 Each Party shall disclose Confidential Information as permitted by this Clause 15 only if it is reasonably required and, in the case of disclosures under Clauses 3(b) and 15.3(c), only if the Party to whom the disclosure is made is informed of the confidential nature of the Confidential Information and acknowledges that it is subject to a duty of confidentiality on substantially the same terms as this Clause 15.
15.5 Subject to Clause 6, if this Agreement terminates, the receiving party shall (and shall procure that its affiliates shall), within [20] days after receiving a written request by the disclosing party:
a) destroy, or return to the disclosing party, all copies of any document that contains any Confidential Information;
b) take reasonable steps to erase the Confidential Information from any computer or other digital device on which it is held; and
c) appoint one of its authorised officers to supervise the steps contemplated in Clauses 15.5(a) and 5(b), and to certify in writing to the disclosing party that they have been carried out.
For the purposes of Clause 15, “document” includes any material prepared by or on behalf of either Party or its affiliates.
15.6 Each Party and its affiliates may retain any Confidential Information to the extent required, and for the time period specified, by any applicable law.
15.7 Subject to Clause 8, neither Party shall make, or permit any person to make, any public announcement, communication or circular (an “announcement”) concerning this Agreement or the subject matter of this Agreement without the prior written consent of the other Party.
15.8 The provisions of this Clause 15 shall survive termination or expiry of this Agreement. The provisions of this Clause 15 shall survive for a period of [three] years from termination or expiry of this Agreement.
16. Variation
16.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of all of the Parties to it.
16.2 If this Agreement is varied:
a) the variation shall not constitute a general waiver of any provisions of this Agreement;
b) the variation shall not affect any rights, obligations or liabilities under this Agreement that have already accrued up to the date of variation; and
c) the rights and obligations of the Parties under this Agreement shall remain in force, except as, and only to the extent that, they are varied.
17. Severability
If any provision of this Agreement is found to be void or unenforceable, that provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall use their respective reasonable endeavours to procure that any such provision is replaced by a provision which is valid and enforceable, and which gives effect to the commercial intention of the Parties.
18. Waiver
18.1 No failure to exercise, or delay in exercising, any right under this Agreement or provided by law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under this Agreement or provided by law shall not preclude any further exercise of it.
18.2 The rights and remedies of each Party under this Agreement shall not be affected, and each Party’s liability under this Agreement shall not, subject to compliance with the notice requirements in Clause 8 (Notices) of this Agreement, be released, discharged or impaired by the expiry of any limitation period prescribed by
19. Remedies
19.1 Without affecting any other rights or remedies that each Party may have, each Party acknowledges that a person with rights under this Agreement may be irreparably harmed by any breach of its terms and that damages alone may not be an adequate remedy. Accordingly, a person bringing a claim under this Agreement will be entitled to the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, for any threatened or actual breach of its terms, and no proof of special damages will be necessary to enforce this Agreement.
19.2 The rights, powers and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
20. No third-party enforcement
A person who is not party to this Agreement [or any other document referred to in this Agreement] shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore to enforce any of its terms.
21. Cumulative remedies
The provisions of this Agreement, and the rights and remedies of the Parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a Party may have at law or in equity; no exercise by a Party of any one right or remedy under this Agreement, or at law or in equity, shall operate so as to hinder or prevent the exercise by it of any other such right or remedy.
22. Limitation of liability
22.1 All descriptions of any services or benefits provided to you by the MA have been approved by the relevant supplier. The MA shall not be liable for any inaccurate or misleading descriptions.
22.2 In no event shall the MA be liable for any special, indirect, incidental or consequential damages, loss of revenue or profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods; or, loss of contract, or loss of use or, loss of corruption of data or information whether direct or indirect or loss of property or (to the extent permitted by the law) personal injury or death, arising under or in connection with the membership.
22.3 In no event shall the MA’s aggregate liability to the member in respect of all other losses arising under or in connection with the Product & Service, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total value of the Product price &/or Service fee collected.
22.4 The MA may assign or deal with these Terms in favour of any of its subsidiaries, subcontractors or appointed agents to carry out any of its obligations herein. The MA shall not be responsible to the member for any delay in performance or non-performance of its subcontractors and/or agents due to causes beyond its reasonable control.
22.5 Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
22.6 This Clause 22 shall survive termination of these Terms.
23. Force majeure
23.1 Subject to Clause 23.2, neither Party shall be liable for any failure to perform, or delay in performing, any obligation under this Agreement if the failure or delay results from any circumstance beyond its reasonable control. The affected party shall be entitled to a reasonable extension of the time for performing the obligation.
23.2 If the failure or delay under Clause 23.1 exceeds 1 year and the failure or delay is substantial or fundamental in the context of this Agreement, either Party may terminate this Agreement by giving at least 7 days’ written notice to the other Party.
24. Entire agreement
24.1 This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. The Parties have not relied on any statement, representation, warranty, or agreement of the other Party or of any other person on such Party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement.
24.2 Nothing in this Clause 23 shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.
24.3 Each Party agrees to the terms of this Clause 23 on its own behalf.
25. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
26. Governing law
This Agreement and any non‑contractual obligations arising out of, or in connection with it, shall be governed by, and interpreted in accordance with Singapore law.
27. Mediation
All disputes, controversies or differences arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be first referred to mediation in Singapore in accordance with the Mediation Rules of the Singapore International Mediation Centre for the time being in force.