1.    Definition of Terms
1.1    The following terms will be deemed to have the following meanings:
‘Agreement’ means Company’s proposal, quotation, forms or documentations that duly agreed and accepted by the Customer. The Agreement sets out the scope of the project to be undertaken by Company for the Customer, and which defines the tasks to be performed, the Customer’s responsibilities, the deliverables, delivery schedule and price.
‘Company’ is a reference to the applicable legal entity from the CrimsonLogic group of companies whose name appears on the Agreement;
‘Customer’ means the party who signs up Company’s Services;    
‘Party’ means Company or Customer;
“Parties” means Company and Customer;
‘Services’ means the services provided by Company in the Agreement;
‘System’ means the computer system, programming and communications facilities required by Company for the operation of the Services.                                             
2.      Scope of Services
2.1     The scope of Services is set out in the Agreement.

2.2    Subject to the acceptance of the Agreement and Company in receipt of all applicable fees payable by the Customer, Company will provide the Services to the Customer, provided always that Company reserves the right to modify, enhance, withdraw or suspend the Services, or any part thereof, at any time.  It is the Customer’s responsibility to regularly check this webpage for any updates or changes on the Services’ terms and conditions. Company reserves the right to modify or update these terms at any time and will announce such new terms on this webpage. The announcement will remain in place for 30 days and Customer’s continued use of the Services after any changes or updates to these terms constitutes Customer’s acceptance of such changes.

3.       Terms of Payment
3.1     In consideration of the provision of the Services by Company, the Customer agrees to make payment to Company of all applicable charges for the use of the Services in accordance with Company's rates and fees stated in the Agreement or mutually agreed upon. Payments by the Customer to Company shall be free of any withholding or deduction of any nature whatsoever, including without limitation, deductions for bank charges, official fees, taxes or any other expense or charge incurred by the Customer.

3.2     Customer shall pay all applicable charges within 30 days from the date of Company’s invoice unless otherwise stated in the invoice. Company may impose a late payment interest of 2% per month on charges that are unsuccessfully collected or outstanding from the due collection/payment date until actual collection/payment date.

4.      Confidential Information
4.1     “Confidential Information” means a Party’s confidential information which relates to the subject matter of the Agreement and includes:
(a)    information relating to the project, Services, deliverables, including the Agreement;
(b)    information relating to the personnel, policies or business strategies of either Party;
(c)    know-how, trade secrets and such other information which is not in the public domain regardless of whether such information is indicated as being confidential.

4.2     Except as provided herein, a Party receiving Confidential Information (“Receiving Party”) from the other party disclosing the Confidential Information (“Disclosing Party”) shall not disclose the Confidential Information to any other party without the prior written consent of the Disclosing Party. Company may disclose Confidential Information to its parent, subsidiary, related companies, or its sub-contractors for the purposes of carrying out its obligations under the Agreement. Company may use the Confidential Information for the purposes of performing the Agreement.

4.3     The Receiving Party agrees to protect the Confidential Information from disclosure to the same extent and by the same means it uses to protect its own confidential or proprietary information until such time as the Confidential Information lawfully becomes public knowledge.

4.4    The Receiving Party shall not be obliged to preserve the confidential nature of any information which:
(a)    was previously known to it free of any obligation to keep it confidential;
(b)    is or becomes publicly available other than by unauthorized disclosure; 
(c)    is released for disclosure pursuant to the Disclosing Party’s written consent; or
(d)    the Receiving Party can demonstrate has been independently developed by it.

5.     Indemnities and Liabilities
5.1     The Customer shall indemnify, defend, release, and hold harmless Company, its subsidiaries and affiliates, and their respective directors, officers and employees, harmless from and against any and all claims, suits, actions, proceedings, or liabilities of any kind, including reasonable attorney's fees and expenses, arising out of its wrongful conduct, omission or the fault of its agents, employees.

5.2    Notwithstanding any other provision in the Agreement to the contrary, each Party shall not in any way howsoever be liable towards the other Party for any of the following loss, damage or liability, howsoever arising from or in connection with the Agreement, including out of negligence or wilful default and whether or not each Party ought to have known that such damage would result:        
a)     any consequential loss, or damage, or loss or injury of whatsoever nature which does not flow directly from the act of omission in question but only from a consequence or result of such act or omission;
b)    loss or anticipated loss of profit, loss or anticipated loss of revenue and economic loss, whether or not flowing directly or indirectly from the act or omission in question;
c)    business interruption, loss of use or any equipment, system, loss of contract or loss of business opportunity, or    
d)    special, contingent, punitive or penal damages.

5.3    Except as expressly provided in the Agreement, Company makes no warranties to the Customer, express or implied, with respect to any of the Services or deliverables that will be provided. All warranties, conditions and other terms implied by statute or common law (including but not limited to fitness or purpose or merchantability) are hereby expressly disclaimed and excluded to the fullest extent permitted by law.

5.4    The Customer warrants that the information provided by it in the Agreement is true and complete, and confirms it has read these terms and conditions and agrees to be bound by them and all future amendments thereto. The Customer further agrees that it shall be responsible for all liabilities as depicted in Clause 5.1 arising out of any wrongful, incomplete or false information provided by the Customer in the Agreement or otherwise. Company reserves the absolute right to suspend the Services or terminate the Agreement at Company's sole determination, deems that the Customers has provided inaccurate, incomplete or false information. The Customer also agrees that Company reserves the right to disclose any information contained in, but not limited to, the Agreement if required by the relevant authorities or by law.

5.5      Subject to Clause 5.6, Company’s liability for provision of each category of Services is limited to the following: 
a)    For fulfilment services such as trucking, freight arrangement, courier, customs clearance and brokerage services, the applicable limit of liability set out in the terms and conditions of the third-party service provider shall apply, and Company’s liability shall be determined in accordance with such terms and conditions. In the absence of any applicable limit of liability in the terms and conditions of the third-party service provider, Company’s liability shall be limited to actual loss of the cargo declared value per shipment; or
b)    For eCommerce import program services such as T86 or Container Freight Station services, the applicable limit of liability set out in the terms and conditions of the third-party service provider shall apply, and Company’s liability shall be determined in accordance with such terms and conditions. In the absence of such limit of liability in the terms and conditions of the third-party service provider, Company’s liability for lost, damaged, delayed, misdelivered, undelivered, incorrectly addressed, or improperly handled packages associated with shipments shall not exceed either the declared value per package or United States Dollars $100.00, whichever amount is lower, subject to a limit of United States Dollars $5,000.00 per incident; or 
c)    For Importer-of-Records and/or Exporter-of-Records services, the Company’s liability resulting from or arising by reason of negligence or a wilful act or omission of the Company shall in no circumstance exceed the amount of the fees paid by Customer to the Company for the Services provided for the particular month where incident arises; or
d)    Where the Company acts as an agent handling trade documentation, customs filing service or any services rendered by the Company not listed in this Clause 5.5, Company’s liability in rendering of services, shall be limited to five times of the service fee (excluding any disbursements, third party or pass through costs) paid by Customer to the Company per occurrence.

5.6    For the avoidance of doubt, in any event, the aggregate liability of Company for all loss, damage, cost or expense to the Customer within each consecutive twelve-month period of the Agreement, for any cause whatsoever and regardless of the form of action, whether in contract or in tort including negligence or otherwise, shall not exceed a total of the last three (3) months’ of fees paid by the Customer to Company for all Services rendered by Company (any payment to Company on account of third party charges, advances, reimbursements, or amounts for regulatory fees such as taxes and duties shall not be taken into account for this purpose).

5.7    Except as required by law or where liability explicitly undertaken by the Company in this Agreement, Company assumes no liability for advice and / or recommendations, including but not limited to such advice or recommendations pertaining to customs classifications, procedures and processes, duties and taxes.

6.       Termination           
6.1    Either party may terminate the Agreement by giving thirty (30) days’ prior written notice to the other party.
 

7.       Governing Law
7.1    The Agreement shall be governed by and construed in accordance with the laws of Singapore.  The Parties agree that any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of Singapore.

8.      General
8.1     A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of the provisions of the Agreement.

9.    Country-unique Terms
9.1    For Customer whose Agreement was submitted to and approved by the Company entity specified below, the following terms replace or modify the referenced terms in the Agreement. Terms that are not changed by these amendments remain unchanged and in effect. 
   
(i)    CrimsonLogic (Canada) Inc. and CrimsonLogic (U.S.), Inc.

7.        Governing Law
7.1    The Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada. The Parties agree that any   dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of Ontario, Canada.

* BPO Service T&C - Version 1.3 (applicable from April 2024)