1. Payment Terms
(a) All payment of any service fees and other costs for the Services provided by Cube Payment Services Pte. Ltd. (Service Provider) to a customer of Service Provider (Client) shall be made by Client within thirty (30) days of the issue of an invoice by Service Provider to Client. Service Provider may issue such invoice to Client electronically. Any failure to pay within specified terms may, at the sole option of Service Provider, result in the immediate suspension of the Services, imposition of interest charges at the rate of eight percent (8%) per annum and may further result in the termination of the Services by Service Provider without written notice.
For purposes of this Notice, Services means any of the services rendered or provided by Service Provider to Client for the relevant contract year.
(b) All payments due are exclusive of any and all fees, charges, taxes and goods and services tax, value added tax or other consumption tax chargeable in respect of supply of goods or services, all of which shall be the sole responsibility of Client.
2. Intellectual Property Rights
Client grants to Service Provider a non-exclusive, non-transferable, and royalty-free right to use Client’s intellectual property rights in connection with the Services.
3. Disclaimer of All Warranties
NOTWITHSTANDING ANYTHING TO THE CONTRARY, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED UNDER LAW, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SERVICE PROVIDER DOES NOT PROMISE OR WARRANT THAT THE PRODUCTS OR SERVICES PROVIDED WILL BE ERROR-FREE OR THAT CLIENT’S COMPUTER PRODUCTS, HARDWARE OR SOFTWARE WILL OPERATE WITHOUT INTERRUPTION.
4. Limitation of Liability
(a) Notwithstanding anything to the contrary, Service Provider shall only be liable for direct damages arising in relation to this Notice and/or the Services and shall not under any circumstances be liable whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, the Services or in connection with the Services, for any (i) indirect or consequential loss or damage; (ii) loss of profit; (iii) loss of business (iv) loss of reputation, even if such losses were foreseeable or if such entity has been advised of the possibility of such losses.
(b) Notwithstanding anything to the contrary, Service Provider’s total aggregate liability to Client whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, the Services or otherwise in connection with the Services shall be limited to a total sum equivalent to the actual fees paid by Client to Service Provider during the relevant contract year in which the action or claim arises.
5. Right of Termination
(a) Either party may terminate the Services at any time if the other party breaches any material provision of this Notice that is irremediable or if such breach is remediable, fails within fourteen (14) days after receipt of notice of default to correct such default promptly.
(b) The Services may be terminated for any reason other than cause by Client or Service Provider upon ninety (90) days’ written notice to the other party.
(a) Each party shall retain all rights to its proprietary and confidential information and material that is confidential (together, Confidential Material). Each receiving party agrees to take such measures to prevent the unauthorized disclosure to third parties of Confidential Material, as it would take to prevent disclosure of its own proprietary or confidential information but in no event less than reasonable measures. To the extent practicable, information protected by this Notice shall be marked "Confidential". Information exchanged prior to the start date of the Services shall be considered Confidential Material.
(b) Disclosure will be limited to such employees and agents of receiving party as necessary for proper evaluation and provision of services under this Notice.
(c) Confidential Material may not be used by the receiving party except as expressly permitted under this Notice.
(d) Confidential Material shall not include the following: Information obtained by receiving party that (i) is or becomes generally known or available to the public through no breach by receiving party, (ii) is lawfully known to it at the time of receipt, (iii) is subsequently furnished to it lawfully by a third party without restriction, or (iv) is furnished by the originating party to a third party without restriction.
(e) The parties acknowledge that unauthorized disclosure or use of Confidential Material may cause irreparable damage to the disclosing party for which monetary damages may not be adequate relief. Therefore, in addition to any other remedies it may have, the disclosing party shall be entitled to seek injunctive relief against actual or threatened unauthorized disclosure or use of Confidential Material.
(f) Confidential Material shall be protected during the relevant contract year and for a period of one (1) year following the termination of the Services.
7. Force Majeure
If the performance of the obligations by either party is prevented, hindered or delayed by reason of any cause or circumstance beyond the reasonable control of that party (including to the extent that these are beyond such control, acts of God, epidemics, pandemics, war, terrorist activity, nuclear accident, industrial disputes, strikes, riots, civil commotion, government action, compliance with any applicable law coming into force after the start date of the Services) (each a, Force Majeure Event) then that party shall be excused from such performance to the extent that it is necessarily prevented, hindered or delayed thereby during the continuance of any such cause or circumstance and the Services shall be suspended for so long as and to the extent that any such cause or circumstance prevents, hinders or delays performance of the Services. Neither party shall be liable for any failure, inability or delay to perform hereunder (except the payment of money), if such failure, inability or delay is due to circumstances beyond its reasonable control, including, but not limited to, acts of God, epidemic, pandemic, war, terrorism, strike, lockout, labour disturbance, social conflict, fire, explosion, earthquake or sabotage.
8. Governing Law and Jurisdiction
All disputes relating to this Notice and/or the Services shall be governed by and interpreted in accordance with the laws of Singapore. Each party submits to the exclusive courts of Singapore.