Thank you for choosing to engage the services of ASSEMBLY WORKS PTE LTD.
This Master Services Agreement (the “Agreement”), together with any Engagement Letter(s) you enter into with the Firm, governs the Services provided to you by the Firm. Other documents may become part of our Agreement depending on the Services you select. This Agreement, including all terms and conditions, will also serve as disclosure for any Services you add in the future. This Agreement will be located on the internet page at www.assemblyworks.co (the “Website”). You agree that the Agreement may be updated or amended from time to time by the Firm at the Firm’s sole discretion.
We appreciate the opportunity to serve you. If you have any questions about our Services or about this Agreement, please contact our representative at +65 9088 3183 or Shining Yeo <email@example.com>.
The following definitions and rules of interpretation apply in this Agreement.
Agreement: this Agreement for the provision of the Services including any schedules;
Business Day: a day other than a Saturday, Sunday or public holiday in Singapore when banks in Singapore are open for business.
Deliverables: all documents, items, plans, products, goods and materials supplied by the Firm, including any methodologies, ideas, designs, computer programs, data, disks, tapes, and reports, in whatever form, which are developed, created, written, prepared, devised or discovered by the Firm or its agents, sub-contractors, consultants and employees in relation to the Services;
Deposit: a sum of money payable by the Client to the Firm as stipulated in the Engagement Letter(s)
Equipment: any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the Services, by the Firm or its sub-contractors;
Engagement Letter(s): Document(s) prepared by the Firm from time to time bearing the header “Engagement Letter”, documenting the Services purchased by the Client, the Service Charges and/or Deposits to be paid for the Services, the required manner of payment, and other terms and conditions relating to the Services.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Services: the services which the Firm agrees to provide, and the Client agrees to purchase from the Firm, as stipulated in the Engagement Letter(s).
Service Charges: the charges for the Services, which are set out stipulated in the Engagement Letter(s);
Specification: the description or specification for the Services as set out in the Engagement Letter(s).
Unless this Agreement is terminated in accordance with Clause 12 below, the Firm shall provide the Services to the Client, and the Client agrees to purchase the Services of the Firm, according to the period stipulated in the Engagement Letter(s) (the “Service Period”).
a. fully and unreservedly co-operate with the Firm in all matters relating to the Services;
b. provide, in a timely manner and at no charge, any Equipment, materials and any information as the Firm may reasonably require (and ensure that it is accurate in all material respects); in the case of Equipment, the Client shall ensure that it is in good working order and suitable for the purposes for which it is used, and in the case of information, the Client shall ensure that it is accurate in all material respects and acknowledges that the Firm shall be entitled to wholly rely on the information provided by the Client without need for verification;
c. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start; and provide to the Firm, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the client’s documents, premises and other facilities as reasonably required by the Firm to perform the Services.
d. provide to the Firm, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the client’s documents, premises and other facilities as reasonably required by the Firm to perform the Services.
a. any delays or problems from time to time in the provision of the Services of which the Firm becomes aware; and any circumstances from time to time which may prevent the Firm from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided.
b. any circumstances from time to time which may prevent the Firm from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided. The Client shall report to the Firm any defects in the Firm’s performance of the Services within three (3) business days after any such defect comes to the attention of the Client, failing which the Firm shall not be liable for any losses or damage suffered as a consequence of the said defect.
c. The Client shall report to the Firm any defects in the Firm’s performance of the Services within three (3) business days after any such defect comes to the attention of the Client, failing which the Firm shall not be liable for any losses or damage suffered as a consequence of the said defect.Where any defect in the provision of the Services is reported to the Firm by the Client or otherwise comes to the attention of the Firm, the Firm shall use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
d. Where any defect in the provision of the Services is reported to the Firm by the Client or otherwise comes to the attention of the Firm, the Firm shall use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
The Client may at any time during the Service Period request an increase in the volume of the Services or the addition of new Services (“Change Request“) by notifying the Firm in writing of its requirements.
The Firm shall give due consideration to any Change Request from the Client and shall, within 10 Working Days of receiving a Change Request from the Client:
a. Make a decision on whether to accede in part or in whole to the Change Request, and if so, what additional Services Charges the Client must pay to the Firm. The Firm shall issue to the Client an Engagement Letter documenting the new scope of Services required by the Client.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
The Client acknowledges and agrees that damages alone would be an adequate remedy for any breach of the terms of this Agreement by the Firm. Accordingly, the Client shall not be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed or the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 1 month, the party not affected may terminate this Agreement by giving written notice of 1 week to the affected party.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The Client shall not assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without prior written consent of the Firm. The Firm shall be entitled to assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the requiring consent of the Client.
This Agreement may be executed in any number of counterparts, each of which when executed (and delivered) shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Singapore law.
This Agreement has been entered into on the date stated at the beginning of it.