Standard Terms of Service
Tablepointer Standard Terms and Conditions, which apply to and supersedes all contracts with our customers unless otherwise specified, and any other contracts that make reference to these Standard Terms of Service.
1. Payment
1.1 Measured Savings (kWh) is the energy saved for the equipment that the Service has been applied to, and measured by the energy monitor of the Service when the equipment is in use and energy saving by the Service happens. The achieved Measured Savings shall be multiplied by the last available Energy Tariff Rate (S$) of the outlet’s energy bill.
1.2 All fees payable are due within thirty (30) days from the invoice date. The fees paid are non-refundable, except as provided in this Agreement. Interest may be charged on all amounts unpaid after sixty (60) days from the invoice date at 1% per month or the highest legal rate, whichever is lower. If invoice is not paid when due, we may suspend provision of the Service without liability or penalty until final resolution of the matter. You will pay any sales, value-added or other similar taxes imposed by applicable law that we are required to pay based on the Service ordered, except for taxes based on our income.
2. Deposit
2.1 A refundable deposit for each premise is applicable at the start of the Service for each premise. We may at our discretion apply the deposit to any amounts you may owe us. The deposit does not relieve your obligations to pay any outstanding amounts nor does it constitute a waiver of our rights to suspend, disconnect or terminate the Service as a result of non-payment of any amounts due or payable. Subject to the terms and conditions of this agreement, your deposit will be returned to you without interest after you terminate the Service and settle all outstanding charges or claims brought by us if you have breached this agreement.
3. Termination
3.1 You reserve the right to terminate the Service for each premise upon 90 days’ notice to us.
3.2 We shall not undertake further work or enter into further commitments after receiving such notice of termination from you, except as mutually agreed upon between us. In the event of termination, we shall:
a. bill to you the respective fee according to the billing schedule unless the notice of termination is received 90 days earlier than the respective date of billing.
b. be entitled to all payments due and owing under this Agreement at the time of our receipt of the notice of termination.
3.3 We may suspend the Service if we believe there is a significant impact to the functionality or availability of the Service. When practicable, we shall provide advance notice of such suspension. We will use reasonable efforts to re-establish the Service after determining that the issue causing the suspension has been resolved. If your acts or failure to act causes us to delay or suspend the Service, we shall use reasonable efforts to continue performance as practicable under the circumstances and you will continue to make all scheduled payments. In the event that such issues may not be reasonably resolved, we reserve the right to terminate the Service. Any suspension under this Section shall not excuse you from your obligation to make payments under this Agreement.
3.4 Provisions that survive termination of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
4. Ownership Rights and Restrictions
4.1 You acknowledge that we use, or may develop hereunder, methods, concepts, code sequences, format, templates, user interface, techniques, program organization, database structuring techniques, algorithms, hardware, software and the like (our proprietary items) that are proprietary to us. It is agreed that our proprietary items shall remain the sole and exclusive property of us.
4.2 We or our licensors retain all ownership and intellectual property rights in and to the Service, hardware, software, data generated, data analytics, algorithms, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
4.3 You may not, and may not cause or permit others to:
a. modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, or copy any part of the Service (including data structures or similar materials produced by programs);
b. access or use the Service to build or support, directly or indirectly, products or services competitive to us; or
c. license, sell, transfer, dispose, assign, distribute, outsource, permit timesharing or service
bureau use of, commercially exploit, or make available any part of the Service to any third party without our prior written consent.
5. Nondisclosure
5.1 By virtue of this Agreement, the parties may disclose to each other information that is confidential (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement and your order and all information clearly identified as confidential at the time of disclosure.
5.2 A party’s Confidential Information shall not include information that:
a. is or becomes a part of the public domain through no act or omission of the other party;
b. was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party;
c. is lawfully disclosed to the other party by a third party without restriction on the disclosure;
d. is independently developed by the other party.
5.3 Each party agrees not to disclose the other party’s Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party.
5.4 Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law.
6. Warranties, Disclaimers and Exclusive Remedies
6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Service schedule, we shall perform the Service using commercially reasonable care and skill in all material respects as described in the Service specifications.
6.2 We do not warrant that the Service will be performed error-free or uninterrupted or that we will correct all service errors.
6.3 For any breach of the Service warranty, your exclusive remedy and our entire liability shall be the correction of the deficient service that caused the breach of warranty, or, if we cannot substantially correct the deficiency in a commercially reasonable manner, you may end the deficient service and we will refund you the fees for the terminated Service that you may have pre-paid to us for the period following the effective date of termination.
6.4 To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for software, hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose.
7. Limitation of Liability
7.1 In no event will either party or its affiliates be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, or any loss of revenue, profits (excluding fees under this Agreement), sales, data, data use goodwill or reputation.
7.2 In no event shall the aggregate liability of us and our affiliates arising out of or related to this Agreement or your order, whether in contract, tort, or otherwise, exceed the total amounts actually paid under your order for the Service giving rise to the liability during the twelve (12) months immediately preceding the event giving rise to such liability.
8. Indemnification
8.1 Each party agrees to indemnify and hold the opposite party harmless against any and all liability or damages without limitation.
8.2 You agree to defend, indemnify, save and hold us harmless against all claims, loss, liabilities, demands, damages, or expenses (including attorneys’ fees and expenses) arising out of or in connection with your use of the Service.
8.3 The indemnification clause of this Agreement shall survive the termination or conclusion of this Agreement and shall remain in effect for a term of 12 months following conclusion or termination of this Agreement.
9. Force Majeure
9.1 Neither you nor us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party.
9.2 Both you and us shall use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of you or us may terminate the Service upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Service.
10. Governing Law and Jurisdiction
10.1 This Agreement is governed by the laws of Singapore and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Singapore in any dispute arising out of or relating to this Agreement.
11. Subcontracting
11.1 We may, at our option, subcontract work but our use of subcontractors shall not affect our responsibilities to you subject to the terms and conditions of this Agreement. We shall be responsible for work done by our subcontractors within the scope of this Agreement. We shall have written agreement(s) with our subcontractors that contain clauses that are comparable to the sections of this Agreement regarding ownership rights and confidentiality.
12. Non-assignment
12.1 You may not assign this Agreement or give or transfer the Service, or any interest in the Service, to another individual or entity.
13. General Terms
13.1 This Agreement, together with any other materials referenced in or expressly made a part of the Agreement, constitutes the final and entire Agreement between us and you and supersedes all prior and contemporary agreements, oral or written.
13.2 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.
13.3 No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.
13.4 Prior to entering into an order governed by this Agreement, you are solely responsible for determining whether the Service meets your technical, business or regulatory requirements. We will cooperate with your efforts to determine whether use of the standard Service is consistent with those requirements. Additional fees may apply to any additional work performed by us or changes to the Service.