TERMS & CONDITIONS
Agreement: These Terms of Business together with the Confirmation Form and any schedules Business Days: a day which is not a bank holiday or a Saturday or Sunday in [India].
Client's Equipment: any equipment, systems, cabling or facilities provided by the Client and used directly or indirectly in the supply of the Services.
Client’s Materials: all documents, information and materials provided by the Client to the Organiser relating to the Services.
Deliverables: all equipment, documents, products and materials to be delivered by the Organiser in relation to the Services in any form, including data, reports and specifications.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 to be provided by the Organiser for the Event as set out in the Confirmation Form, together with any other services which the Organiser provides or agrees to provide to the Client.Organiser's Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Organiser or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate Agreement between the parties under which title passes to the Client.
Organiser’s Materials: all documents, information and materials provided by the Organiser relating to the Services which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications.
Total Event Cost: the total cost of organising the Event, as set out in Schedule 1.
1.2 If there is an inconsistency between any of the provisions in these Terms of Business and the Confirmation Form, the provisions in the Confirmation Form shall prevail.
1.3 A reference to any party shall include that party's personal representatives, successors and permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. Change control
2.1 If either party wishes to change the nature, scope or timing for execution of the Services, it shall submit details of the requested change (the “Change”) to the other party. Cancellation and postponement of Services by the Client shall be dealt with under clause 9. The Client may not use this clause 2to cancel or postpone Services (unless agreed by the Organiser).
2.2 If either party request a Change, the Organiser shall, within a reasonable time, provide an estimate to the Client, including, as appropriate, details about:
(a) the likely time required to implement the Change;
(b) any necessary variations to the Total Event Cost arising from the Change; and
(c) any other impact of the Change on the Event.
2.3 If the Client wishes the Organiser to proceed with the Change, the Organiser has no obligation to do so unless and until the parties have agreed the necessary variations to the Total Event Cost, the Services and any other relevant terms of this Agreement to take account of the change and this Agreement has been varied in accordance with clause 10.
2.4 Notwithstanding clause 2.3, the Organiser may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
[NOTE: PLEASE NOTE THAT THIS SUB-CLAUSE IS AN EXCEPTION - THESE SERVICES CAN BE CHANGED WITHOUT NOTICE IF THEY DON’T IMPACT NATURE, SCOPE AND CHARGES; ANYTHING CHANGING NATURE, SCOPE AND CHARGES WOULD FOLLOW THE CHANGE CONTROL PROVISIONS IN CLAUSE 2.1-2.3.]
3. Charges and payment
3.1 In consideration of the provision of the Services by the Organiser, the Client shall pay the Total Event Cost as set out in the Confirmation Form.
3.1 Any fees payable under this Agreement by the Client are exclusive of applicable taxes (including GST) which the Organiser shall add to its invoices at the appropriate rate.
3.2 The fees payable under this Agreement are payable: (a) % as advance deposit and (b) the balance % within  business days of the Event. The Client shall pay each invoice submitted to it by the Organiser, in full and in cleared funds to a bank account as set out in our invoice. [NOTE: PLEASE CONFIRM PAYMENT TERMS].
3.3 Without prejudice to any other right or remedy that the Organiser may have, if the Client fails to pay the Organiser as set out in clause 3.2 above, then the Organiser shall be entitled to:
(a) interest on the overdue amount at the rate of 2.5% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and
(b) the Organiser may, at its discretion, suspend all Services until such payment has been made in full.
3.4 All sums payable to the Organiser under this Agreement shall become due immediately on termination of this Agreement, whether in accordance with clause 8or otherwise. This clause 3.4is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
3.5 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If a deduction is expected in relation to withholding tax, the Client shall pay an amount such that the Organiser receives the actual amount intended and agreed to be the Total Event Cost.
[NOTE: This is applicable for cross-border payments, where a withholding tax may be applicable and the Client may try to pass on that cost to you. This is a negotiable point, so expect some pushback.]
4. Intellectual property rights
4.1 As between the Client and the Organiser, all Intellectual Property Rights and all other rights in the Deliverables and the Organiser’s Materials shall be owned by the Organiser. Subject to clause 4.3, the Organiser hereby grants a non-exclusive, royalty-free, non-transferable, license in all such Intellectual Property Rights in the Organiser’s Materials to the Client only to such extent as is necessary to enable the Client (and only the Client) to make use of the Deliverables and the Services in accordance with this Agreement.
4.2 The Client hereby grants a non-exclusive, royalty-free, non-transferable license in its Intellectual Property Rights in the Client’s Materials to the Organiser to the extent necessary for the Organiser to perform the Services.
4.3 The Client acknowledges that, where the Organiser does not own the Intellectual Property Rights in any of the Organiser’s Materials, the Client's use of the Organiser’s Materials is conditional upon the Organiser obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Organiser to license such rights to the Client.
5.1 Each party shall not, at any time, disclose to any third party any technical or commercial know-how, details of Intellectual Property Rights, specifications, inventions, processes or initiatives, which are of a confidential nature and have been disclosed by the other party in connection with this Agreement, and any other confidential information concerning the other party’s business or its products, except as permitted by clause
5.2 The parties may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, advisers or permitted subcontractors who need to know such information for the purposes of carrying out that party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, advisers and subcontractors to whom it discloses the other party's confidential information comply with this clause 5; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3 The parties shall not use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
6. Data protection
6.1 To the extent that any personal data (as defined in the Personal Data Protection Act 2012 (PDPA)) is transferred from the Client to the Organiser in connection with the Services, the Organiser shall take all reasonable steps to ensure that the personal data is protected and in particular the Organiser shall:
(a) only use the personal data as may be required by this Agreement;
(b) make reasonable security arrangements in respect of the personal data to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks;
(c) cease to retain the personal data when it is no longer required in connection with this Agreement; and
(d) not transfer the personal data to a country or territory outside Singapore unless the same standard of protection is ensured for the personal data so transferred,
6.2 The Client shall ensure that it has in place consents from individuals to the use of their personal data in connection with the provision of the Services and/or the Event, in compliance with the requirements of the PDPA.
6.3 Where personal data is transferred from the Organiser to the Client, then clauses 6.1and 6.2shall apply mutatis mutandis.
7. Limitation of liability and Indemnity
7.1 Nothing in this Agreement limits or excludes either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraudulent misrepresentation or wilful conduct; or
(c) any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, the Organiser shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: loss of profits (direct or indirect); loss of sales or business; loss of anticipated savings; loss of or damage to goodwill; and any indirect or consequential loss, whether caused directly or indirectly by, or in connection with the Service and/or Event.
7.3 Subject to clause 7.1and clause 7.2, the Organiser's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Total Event Cost.
7.4 The Client shall indemnify the Organiser from any and all losses, damages, liabilities costs and expenses of any nature whatsoever arising out of or in connection with the acts and omissions of the Client or its staff, employees and/or personnel resulting in a breach of these Terms of Business, Confirmation Form and/or violations of any applicable laws.
7.5 Notwithstanding anything to the contrary, any terms implied by statute, law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.
8. Termination and Consequences of Termination
8.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other material term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of  days after being notified to do so; [NOTE: PLEASE CONSIDER IF THIS PERIOD IS APPROPRIATE GIVEN THE NATURE OF YOUR SERVICE. IT CAN BE SHORTER]
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts, enters into administration, insolvency or liquidation proceedings or an application is made or a notice is filed or a resolution is passed to do the same or an equivalent event takes place; or
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
8.2 On termination or expiry of this Agreement: (a) the Client shall immediately pay to the Organiser all of the Organiser's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted yet, the Organiser may submit an invoice, which shall be payable immediately on receipt;
(b) the Client shall, within a reasonable time, return all of the Organiser's Equipment, Organiser’s Materials and Deliverables. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;
(c) the following clauses shall continue in force: clause 4(Intellectual property rights), clause 5(Confidentiality), clause 7(Limitation of liability), clause 8.2, clause 16(Notices), and clause 18(Dispute resolution and governing law).
8.3 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.
9. Cancellation by the Client and force majeure
9.1 The Client agrees and acknowledges that cancellation and/or postponement of any of the Services (or any part of the Services) shall be a “last resort” action and that the Client shall use its best endeavours to avoid having to cancel or postpone any Services (or any part of the Services). Without prejudice to the foregoing, the Client agrees to consult the Organiser fully and meaningfully prior to the Client announcing any cancellation or postponement including in relation to re-organising the relevant Event(s) or putting in place alternative arrangements.
9.2 If the Services is required to be postponed the Client shall immediately notify the Organiser and shall use its best endeavours to ensure that it is rescheduled at a time and venue agreed by the Organiser.
9.3 If the Services (or any part of the Services) are postponed and not reconfirmed within 30 days in accordance with clause 9.2or cancelled then without prejudice to the Organiser’s other rights and/or remedies under this Agreement,
(a) the Client shall, on demand, pay to the Organiser an amount equal to any out-of-pocket costs incurred by the Organiser in connection with the relevant cancelled Services (or any part of the Services); and
(b) the Client shall, on demand, pay to the Organiser the fees for any Services and/or Deliverables which the Organiser has already provided to the Client; and
(c) if the Client has made any payment in advance for Services that have not been provided, the Organiser will refund these amounts to the Client; except that
(d) if the Organiser has already started work on the Services or ordered Deliverables, the Client will pay the Organiser any costs reasonably incurred in starting work on the Services or ordering the Deliverables, and this charge will be deducted from any refund that is due to the Client or, if no refund is due or the amount is greater than the refund due, invoiced to the Client.
9.4 The Organiser shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by a Force Majeure Event. A Force Majeure Event is an event beyond the Organiser’s reasonable control, including acts of third parties (who are not direct subcontractors appointed by the Organiser), strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack, war (whether declared or not), fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, or threats of the same event.
9.5 If a Force Majeure Event takes place that affects the performance of the Organiser’s obligations under these Terms:
(a) the Organiser will notify the Client as soon as reasonably; and
(b) the Organiser’s obligations under this Agreement will be suspended and the time for performance of the Organiser’s obligations will be extended for the duration of the Force Majeure Event; or alternatively,
(c) the Organiser may terminate the Event and the provision of the Services as well as this Agreement upon giving written notice to the Client. In such circumstances, the Client agrees that it shall have no claim against the Organiser whatsoever. For the avoidance of doubt, the deposit shall not be returned or be refunded to the Client.