Schedule C

FULL TERMS AND CONDITIONS

It is agreed as follows:

Agreement
1. The Client hereby engages Brew, and Brew accepts such appointment, for the implementation of digital marketing solutions and software for the Client for the period as set out under Clause 3 of this Agreement.
Commencement & Duration
1. The Agreement shall commence on the date stated at the beginning of this Agreement (the “Commencement Date”) and will continue until Brew has completed performance of the Deployment Services as described in Clause 3.2 of this Agreement, or terminated earlier in accordance with Clause 11 of this Agreement.
2. Parties agree to adhere to complete the “Implementation Milestones” by the “Relevant Dates”, as set out in the “Project Implementation Plan” described in “Schedule A” of this Agreement. Notwithstanding Clause 13.8, where a delay is occasioned by the Client without a valid reason, and as a result, the relevant Implementation Milestones cannot be accomplished by the Relevant Dates, Brew will charge a fee calculated at S$400 per day (the “Delay Fee”), for every day delayed until the relevant Implementation Milestones are accomplished.
3. Brew may in its sole discretion, revise the Relevant Dates but will make reasonable attempts to ensure that the Client is able to reasonably accomplish the relevant Implementation Milestones under the revised Relevant Dates.
4. Brew shall be at liberty to revise the Delay Fee from time to time.
Scope and Nature of the Services
1. Brew agrees to provide the services as listed and described in “Schedule B” of this Agreement. The services listed and described in Schedule B of this Agreement shall be collectively referred to as the “Deployment Services”.
2. Brew shall deliver to the Client the Deployment Services, which shall consist of:
  1. Software licenses for and usage of (1) HubSpot Marketing Pro and; (2) HubSpot Sales CRM (the “HubSpot Software”) for the period of twelve (12) months only from the Commencement Date of this Agreement;
  2. HubSpot Software Implementation; and
  3. Training Services provided to the Client for HubSpot Software usage.
3. Parties may from time to time, agree to vary the Deployment Services by further written agreement. If Parties agree for Brew to perform any service in addition to those in the Deployment Services (the “Additional Services”), Brew shall be at liberty to charge for these Additional Services fees separate from and in addition to the fees set out in this Agreement (the “Additional Fees“), with the quantum and payment details, including by but not limited to payment dates, mode, manner, of such Additional Fees to be further agreed upon by the Parties in writing.
4. Parties agree that any further written agreement for Additional Services and/or Additional Fees made pursuant to Clause 3.2 above shall form part of this Agreement and/or, if the case may be, shall constitute a variation of this Agreement that Parties agree to. The term “Service” or Services” as used hereinafter, shall mean all Deployment Services and Additional Services, if any, that Brew shall perform under this Agreement or any variation thereof.
5. Brew shall use all reasonable efforts to perform the Services in a timely and professional manner.
6. The Client acknowledges that in order for Brew to perform its obligations under the Agreement, Brew may need information and/or assistance from the Client. Where Brew reasonably requires such information and/or assistance from the Client, Brew will request the same from the Client in writing. The Client agrees to furnish to Brew all information and/or assistance sought by Brew within three (3) business days of any request from Brew.
Payment Terms
1. In consideration for the Deployment Services rendered under this Agreement, the Client shall pay to Brew the total Service Fees as set out in “Schedule B” of this Agreement, within fourteen (14) days of the Commencement Date of this Agreement as defined in Clause 2.1 above.
2. In addition to the Service Fees, and where applicable, the Client shall pay Brew the Additional Fees pursuant to Clause 3.2 above. Brew is at liberty to issue the Client with invoices for all or part of any Additional Fees and/or Delay Fee payable at any time, and where any such invoice is issued, the Client shall pay to Brew the amount specified in each invoice within fourteen (14) days of the date of such invoice.
3. All payments made under this Agreement shall be paid in Singapore Dollars unless otherwise agreed between the Parties. The Client shall bear all bank charges, administrative charges, and/or any other fee or expense arising out of or in connection with any payment made by the Client to Brew.
4. Any monies due to Brew under Clauses 4.1 and 4.2 above and Clause 5.3 below, which are outstanding after the due date for payment, will bear interest at the rate of 10% per month from the due date to the date of payment (both days inclusive), and which interest shall be capitalised monthly in arrears.
Expenses
1. The Client shall reimburse Brew for all out-of-pocket expenses properly and reasonably incurred by Brew in connection with providing the Deployment Services. Should expenses be payable to third parties for the performance of Brew’s obligations under this Agreement, the Client shall, as far as possible, and after Brew notifies the Client of any such payable expenses, pay such expenses directly to the third parties concerned within the payment timelines required or stipulated by such third parties.
2. Expenses which Brew may seek reimbursement for or may notify the Client as being payable to third parties include, but are not limited to:
  1. Travel expenses, which may include all local or ground transport expenses;
  2. Communication expenses, which may include telephone, facsimile, courier and mail charges;
  3. Administrative expenses, which may include the cost of secretarial support and copying or translating any information used to provide the Services; and
  4. Such other expenses which include, but are not limited to, third party licenses for any third party products or services that are necessary for the provision of the Services under this Agreement. Such third party products and services may include, but are not limited to: clip art, music, stock images, or any other copyrighted work which Brew deems necessary to purchase on behalf of the Client.
3. Brew is at liberty to issue the Client with invoices for all or part of any expenses reimbursable and payable by the Client to Brew at any time, and where any such invoice is issued, the Client shall pay to Brew the amount specified in each invoice within fourteen (14) days of the date of such invoice.
Confidentiality
1. The Parties agree to hold each other hold each other’s confidential information in strict confidence. Confidential information includes, but is not limited to, information which are trade secrets or otherwise of such nature (“Confidential Information”).
2. Each Party undertakes not to, without the prior written consent of the other Party, unduly disclose to a third party information (written or verbal) concerning the first Party that may be considered as Confidential Information.
3. The Client recognises and confirms that Brew, in acting pursuant to this Agreement:
  1. will use and rely primarily on information provided by the Client, and on information available from generally recognised public sources without independent verification; and
  2. does not assume responsibility for the accuracy and completeness of such information.
4. Brew shall not be liable for the disclosure or use of Confidential Information if the Confidential Information:
  1. enters or is in the public domain, other than by breach of this Agreement;
  2. is furnished to Brew on a non-confidential basis by any person or entity prior to this Agreement;
  3. has been or is lawfully disclosed to Brew by any person or entity without an obligation of confidentiality; or
  4. is required to be disclosed pursuant to any applicable laws, rules or regulations or direction of governmental or regulatory authority or stock exchange or order of a relevant court of law, provided that Brew shall provide the Client with prompt written notice, unless such notice is prohibited by law, of such request.
Limitation of Liability and Indemnity
1. The liability of any claims arising out of or in connection with this Agreement shall be limited to the greatest extent permitted by law and neither Party shall be liable to the other Party for any indirect loss, including, but not limited to, loss of profit, revenue, savings or goodwill, loss or distortion of information, unless the damage is caused by gross negligence and/or negligent or fraudulent misrepresentation.
2. The Client shall indemnify, and keep indemnified, Brew and its nominees, from and against all and any costs (including legal costs on a full indemnity basis), expenses claims, demands, and liabilities which Brew and its nominees may become liable for, and against all actions, suits, proceedings, claims, or demands of any nature whatsoever which may be taken or made against Brew or its nominees or which may be incurred or which may arise directly or indirectly by reason of the provision of the Services.
3. Notwithstanding any termination of this Agreement, the indemnity set out at clause 7.2 above shall endure for the benefit of Brew and its nominees in respect of all acts performed by Brew and its nominees in the interest of the Client both prior to and subsequent to the termination of this Agreement.
Marketing
1. The Client hereby grants Brew the right to use the name and [*service marks/likeness] of the Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Brew and a brief scope of services provided.
2. The Client hereby grants Brew the right to display [*its logo (or other identifying information)/ their likeness] and where applicable, a hyperlink to Brew’s website on the home page of the Client’ website. Any use of Brew’s logos or links on the Client’s website must be approved in writing by Brew. Either party may elect to issue a press release to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.
Intellectual Property
1. “Intellectual Property” as used in this Contract shall mean:
  1. Information (whether recorded or not and, if recorded, in whatever form on whatever media and by whomsoever recorded) relating to all or any part of a Party’s business, dealings with third parties, assets, services (including but not limited to in relation to the Services), financial affairs, future plans, and affairs;
  2. Any confidential and proprietary information of the Party as defined in and protected under any law; and
  3. Any information or other property of the Party protected under any law, including but not limited to on the grounds that such information was not disclosed to the public in a widespread manner, under any law of trademarks, and/or under any law of copyright.
2. Parties hereby acknowledge that all Intellectual Property rights shall remain vested in the relevant Party.
3. Pursuant to clause 6.2.4, Brew may license materials from third parties in the provision of the Services under this Agreement. In such circumstances, ownerships of such licensed materials remain with the licensor, and the Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third party materials beyond the terms and conditions contained in the pertinent license. Brew will endeavour to keep the Client informed of any such limitations to the best of its ability.
Data Protection
1. Brew shall maintain the appropriate technical, organisational and security measures as reasonably required for the handling of the data of the Client and the Client’s customers to which Brew may have access while performing the Deployment Services (“Client Data“).
2. Brew, where reasonably required, will audit, test and monitor the effectiveness of its security practices and procedures including those relating to the Client Data.
3. The Client, where required, shall implement security procedures that limit file access of the Client data to only those personnel who require access to furnish the Services that Brew has been retained to provide. Brew will immediately report to the Client all known or suspected security breaches, lapses or vulnerabilities involving Client Data (the “Data Breach”), and cooperate with the Client in investigating any such event.
4. Brew and the Client will jointly take immediate commercially reasonable steps to remedy any such breach, lapse or vulnerability, without any admission as to the liability for the Data Breach.
Termination & Renewal
1. This Agreement is valid from signing and until terminated in accordance with this Agreement.
2. Either Party may terminate this Agreement without the need to give reasons by providing the other party thirty (30) days written notice.
3. Should this Agreement be terminated before the Deployment Services are completed, there will be no refund of any and all monies paid under this Agreement from the Client to Brew.
4. If a Party materially fails to perform its duties and obligations hereunder (a “Defaulting Party”) resulting in a material loss to the other Party (the “Non-Defaulting Party”), the Non-Defaulting Party may give written notice thereof to the Defaulting Party, which such notice shall set forth with sufficient detail the nature of the breach. The Defaulting Party shall have twenty one (21) days from its receipt of notice to cure the breach. If such material breach shall not have been remedied to commercially reasonable operating standards, the Non-Defaulting Party may terminate this Agreement by giving five (5) days written notice of such termination to the Defaulting Party. If Brew is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any rights or remedies with respect to Services it performed prior to such termination, or the right of Brew to receive such payments as may be due as of the date of termination. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against a Defaulting Party.
Productivity Solutions Grant
1. Parties agree that this Agreement is made in accordance to the relevant guidelines and regulations in relation to the PSG.
2. The Client hereby warrants and represents that it is has obtained the necessary requirements, being a successful grant of the PSG, prior to entering into this Agreement with Brew.
3. The Client acknowledges and agrees that should it negligently or fraudulently misrepresent to Brew that it had obtained the PSG, with Brew entering into this Agreement in reliance of such misrepresentation, Brew may suffer irreparable injury for which there is no adequate remedy at law or for which damages may be inadequate or impossible to measure precisely. In the event of such breach, Brew is entitled to take legal action against the Client without posting any bond or security, including but not limited to filing a lawsuit against the Client and seeking an interim or permanent injunction, among other relief. The Client further agrees that, should Brew exercise its rights under this clause 12.3 to take any legal action against the Client, the Client shall not resist or defend the said action, and shall unconditionally consent to the terms of any judgement or order sought by Brew. The Client further agrees to bear, on an indemnity basis, all costs, fees, and expenses arising out of or in connection with any legal action or claim or demand that Brew may make against the Client.
General Provisions
1. If any term or provision in this Agreement is held to be unenforceable, in whole or in part, by a Court or tribunal of competent jurisdiction, such term or provision shall, to that extent, be deemed not to form part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected.
2. Nothing contained in or relating to this Agreement shall or shall be deemed to constitute any partnership, agency or fiduciary relationship between any of the Parties and no Party shall have any authority to act for or to assume any obligation or responsibility on behalf of any other Party.
3. This Agreement shall not be varied unless any such variation is agreed upon between Parties and recorded in writing.
4. Any release, waiver or compromise of any obligation or term by any Party under this Agreement shall be in writing, but unless expressly agreed, such release, waiver or compromise shall not be deemed to be a release, waiver or compromise of similar or any other obligations or terms in the future by that Party, or any Party.
5. No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a release or waiver, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.
6. No person who is not a party to this Agreement will have any right to enforce it under the Contracts (Rights of Third Parties) Act.
7. This Agreement shall inure to the benefit of and shall be binding upon each Party’s successors and assigns. Neither Party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other Party.
8. Neither the Client nor Brew shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.
Governing Law
1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
Dispute Resolution
1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot be settled through negotiation between Parties, shall be first referred to mediation administered by the Singapore Mediation Centre. If the dispute cannot be resolved by mediation contemplated in this clause within thirty (30) days after the participation of the Parties in such mediation, the parties shall submit the dispute to the exclusive jurisdiction of the Courts of the Republic of Singapore.