TERMS AND CONDITIONS
Article 1 Purpose of this Agreement
- cinque-c will provide you with services (“Services”) in accordance with this contract (“Agreement”).This is a contract under which cinque-c has an obligation to perform Services.
- In general Services will be creating a report (a “Consulting Report”) and/or providing ad-hoc consulting (Ad-hoc Consulting).
- For the Consulting Report, it will be as described on the cinque-c website (“Scope of Work”). The required data for Services is well defined through data forms that can be accessed through the cinque-c website. Required data input for these Services will be completed under your responsibility through your control and supervision. Additional data may be required to perform Services and will be separately arranged.
- For Ad-hoc consulting, Scope of Work will be separately defined as discussed by the parties.
Article 2 Contract Period
- Contract Period will be 3 months from the Service Commencement Date, as specified by the date of payment.
- The Contract Period can be extended by the sole discretion of cinque-c after you have notified cinque-c in writing two weeks prior to the expiration date of the Contract Period. Your notification should include your wish to extend the Contract Period and the rationale for extension. The same will apply to subsequent Contract Periods.
Article 3 Charges and Payment
- The charges for Services are classified as follows:
- Fixed Charges:
A fixed amount will be invoiced for the Consulting Report, and paid before receiving the final report. This payment will automatically create a balance of 30 minutes of Ad-hoc Consulting to be used for explanation and answering questions regarding the Consulting Report.
- Ad-hoc Consulting:
Charges will be calculated based on hourly or fixed cost, to be defined when applicable. As needed to perform Services, cinque-c will invoice you separately for cinque-c’s expenses for travel, lodging and other special requests. Payment schedule will be defined in a separate agreement.
- Fixed Charges:
- Invoiced amounts are due within 30 calendar days upon receipt of invoice and payable.
Article 4 Materials
- Regarding the documents, materials and other works of authorship delivered to you under this Agreement (“Materials”), copyrights in any pre-existing Materials delivered by cinque-c to you under this Agreement are retained by cinque-c, any of its related companies, or a third party. Unless otherwise agreed upon in writing, you may USE such pre-existing Materials for your internal business processing purposes only. In the event that a part or whole of such pre-existing Materials is incorporated, either as it is or modified, into the Materials created for you, the ownership of copyrights for such pre-existing Materials will not be affected and you will have a non-exclusive license to use such pre-existing Materials according to the rights granted to you with respect to such Materials.
- Except as otherwise provided in this Article, any ownership rights in intellectual property that either party acquires by virtue of its performance under this Agreement may be exercised, licensed or assigned without accounting to or consent from the other party.
Article 5 Confidentiality
- The next data will be defined as “Confidential Information” and not be shared with other parties:
- Any information, and/or documentation, and/or material and/or instrument and/or research and development program provided by either party, or furthermore acquired by one of the parties, directly or indirectly, by any means (for example, paper copies or electronic form), clearly declared as “confidential”, “proprietary”, or similar phraseology that indicates the privileged and/or confidential nature of the information.
- Studies and analyses prepared by one party, on the basis of Confidential Information provided by the other party.
- For the Consulting Report , the next data will be defined as “Confidential Information” and not be shared with other parties:
- All data that resides in the cinque-c system and has not yet been submitted to create a “Consulting Report”.
- cinque-c is allowed to use your submitted data to update its performance benchmarks in such a way that your individual performance can not be singled out of these benchmarks. cinque-c will use these benchmarks in the Services it provides.
- All Confidential Information communicated to cinque-c, in any material form, and all copies owned by cinque-c, will be used only to provides Services to you, and for benchmarking purposes. You may request all your data to be returned or destroyed as described on the cinque-c website.
- Each party will take reasonable measures to protect the confidentiality of and prevent the dissemination of Confidential Information received under the terms of this Confidentiality Agreement. When handling Confidential Information received from the other party, each party should use at least the same means they use for their own confidential documents and ensure that all persons who have access to the Confidential Information are bound to confidentiality.
- Each party agrees not to use the Confidential Information for purposes other than those allowed in Article 1 or Article 5, either directly and/or indirectly.
Article 6 Personal Information
- In the event cinque-c receives personal information in conjunction with the performance of this Agreement, cinque-c agrees to handle such personal information with care, and act in the Other Parties best interest to protect it. cinque-c will not transfer any personal information to third parties for any commercial or non-commercial gains without your explicit consent. cinque-c, and it’s Subcontractors, may process and store your business contact information in connection with the performance of this Agreement wherever they do business.
Article 7 Limitation of Liability
- Circumstances may arise where, because of a default on cinque-c’s part or other liability, you are entitled to recover damages from cinque-c. In each such instance, regardless of the basis on which you are entitled to claim damages from cinque-c, cinque-c’s liability will be limited to an amount equal tocharges forServices which is the direct cause of the damage.
- Under no circumstances is cinque-c liable for (1) damages which cannot be attributed to cinque-c, (2) damages caused under special circumstances even if cinque-c was informed of their possibility, (3) lost profits, (4) damage to your non-tangible property such as records, data or programs, and (5) third-party claims against you for damages.
Article 8 Termination
- You may terminate any Services by providing cinque-c a one-month prior written notice any time after the Service Commencement Date. There will be no refunding unless there is a material default on cinque-c’s part or other liability.
- Cinque-c may withdraw a Service upon written notice to you. If cinque-c withdraws a Service for which you have prepaid and cinque-c has not yet fully provided it to you, cinque-c will give you a refund of the outstanding balance.
- If the other party does not comply with any of its terms or circumstances arise where the ability to continue this Agreement is materially impacted, the party who is not complying will be given written notice within 60 days, and have 90 days from receiving such notice to cure such breach or circumstances. Either party may terminate this Agreement in the event the non-compliant party cannot cure within such period.
Article 9 General
- You represent that you are acquiring the services under this Agreement for your own business purpose. You agree not to resell any Service or work products (for example, Consulting Report), without cinque-c’s prior written consent. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other.
- cinque-c may provide Services described in this Agreement by using personnel and resources in locations worldwide and a third party selected by cinque-c (“Subcontractor”).
- Any idea, concept, know-how, or technique which relates to the subject matter of Services and is developed by either party, or jointly by both parties, in the performance of the Services, may (subject to applicable patents and copyrights) be freely used by either party, except as otherwise stated in this agreement.
- Neither of us will bring a legal action arising out of or related to this Agreement more than one year after the cause of action arose.
- This Agreement has been written in compliance and must be interpreted in accordance with Singapore law.
- While data provided by cinque-c in connection with the provision of the Services are prepared based on information that cinque-c obtained from sources which cinque-c considered reliable, cinque-c does not guarantee the accuracy, completeness, or usefulness of such data. You will be responsible for results of your use of Services.
- This Agreement is the complete and exclusive agreement between the parties regarding the subject matter of this Agreement, and replaces any prior oral or written communications between the parties with respect to the subject matter of this Agreement.
- The Services are provided with no warranty, either explicit or implied, including, but not limited to any legal or statutory warranties.
- Each party will comply with all applicable export and import laws and associated embargo and economic sanction regulations, that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users.
- Any doubts concerning this Agreement will be resolved in good faith by mutual consultation between you and cinque-c and in accordance with the principle of mutual trust, and expedient resolution.