1. Service Fee
1.1 In consideration of the Service Fee payable by the User to the Provider and the covenants reserved by and contained in this Agreement, the Provider hereby grants to the User the right to use the warehouse cum office space to the User pursuant to this Agreement (the “Premises”) during the period of this Service (the “Term”).
2.1 The Premises is provided to the User on an as is where is basis condition.
2.2 The Provider and the User acknowledge that this is an agreement for the provision of the Premises for temporary use and neither this Agreement nor the presence of the User or any person or persons at any time constitutes or creates any tenancy, tenancy interest, leasehold estate or other real property interest and this Agreement is not a rental agreement with respect to the Premises, nor does it entitle the User to exclusive possession of them.
The User agrees and acknowledges that for as long as this Agreement remains valid and subsisting between parties and as and when The Provider deems necessary, the space may be provided in other warehouse cum office space other than the Premises.
2.3 If for any reason the Provider cannot provide the Premises stated in this Agreement by the date when this Agree- ment is due to start it has no liability to the User for any loss or damages but the User may cancel this Agreement without penalty and the Provider will not charge the User the Monthly Service Fee for the Premises. The Provider re- serves the right to delay the commencement of this Agreement, provided that the alternative premises as proposed by the Provider shall be of equivalent size that is similar to the Premises as stated in this Agreement.
2.4 At any point in time, if the User is of the view that the Provider has failed to deliver the Premises which is consistent with the Terms and Conditions stipulated herein, the User shall provide the Provider written notice of such failure and give the Provider fourteen (14) working days to put it right. Should the Provider be unable to put right the Premises within fourteen (14) working days, the Provider will try to find suitable alternative warehouse cum office space for the User, subject to the Provider’s availability.
3. Terms Of Payment
3.1 The User is obliged to make payment of the Service Fee, by way of electronic means on each calendar month in advance. The User agrees that a late payment interest of 1% per month shall be imposed if the User fails to make payment when due and such an act shall be construed as a breach of Agreement, in which case, the Provider re- serves the right to terminate this Agreement with immediate effect and the Security Deposit shall be forfeited. For the avoidance of doubt, the User shall be obliged to inform the Provider on their monthly arrangement for electronic payment on or before the date of this Agreement.
3.2 The User will pay a fee for any returned cheque or any other declined payments due to insufficient funds and the User acknowledge that any invoices issued by the Provider to the User shall constitute a formal demand for payment.
4. Security Deposit
4.1 The User shall pay a Security Deposit as stated in point 5 being security for due observance and performance by the User of the Terms and Conditions herein, and for any claim by the Provider in relation to this Agreement, upon signing the acceptance. The Provider shall be entitled to deduct from the Security Deposit any monies owing to the Provider for the services or apply the monies towards the satisfaction of any amount that may be payable to the Provider or to a third party in respect of this Agreement for any reason and this shall not relieve the User from any of its obligations under this Agreement or act as a waiver of or otherwise limit the Provider’s right to recover against the User for any breach of this Agreement.
4.2 Upon termination or expiration of this Agreement, the Provider shall refund the Security Deposit without interest to the User sixty (60) days upon clearance of all accounts, but only after written request has been made by the User with forwarding bank details to facilitate return of Security Deposit. If the User fails to demand the refund of the Security Deposit within 365 days after the date of termination of this Agreement, the deposit shall be deemed as forfeited by the Provider absolutely.
The User shall at their own cost and expense maintain adequate insurance coverage for (i) the Premises, their property and asset against loss or damage by flood, fire, riot, burglary and all other risks; and (ii) a comprehensive public liability insurance policy in the joint names of the Provider and the User (which shall include a waiver of sub- rogation against the Provider, User’s legal liability and cross liability clause) against claims for personal injury, death or property damages or loss, arising out of all operations of the User in the Premises, for an amount not less than Singapore Dollars One Million Only (S$1,000,000.00) in respect of any one occurrence. The Provider shall not be held liable for any loss or damage to life or any property and asset of the User in the Premises, howsoever caused.
The User to pay promptly all Value-Added Tax, Goods and Services Tax, Duty Tax and all other taxes which is required to pay to any government authority and any taxes paid by the Provider to any governmental authority that are attributable to the Premises. The obligations of the User under this Clause shall survive the termination of this Agreement.
Any form of notice that is given under this Agreement must be in writing. Any notice will be deemed as served if (i) (for notice by fax or given by hand) immediately on the day upon which it is sent; or (ii) (for notice by registered post) 24 hours after posting and in proving it, it will be adequate to show that the envelope containing the notice was addressed, stamped and posted.
8.1 Without prejudice to the rights of the Provider at law and in equity, in the event the User purports to terminate this Agreement for any reason prior to expiry of the Term, (i) the Provider shall be entitled to receive from the User forthwith in one lump sum the amount equivalent to the aggregate Service Fee for the whole Term less any Service Fee actually received by the Provider plus the compensation payable to the Provider by the User during use of the Rent Free Period; (ii) the User shall refund to the Provider, the commission paid by the Provider to the broker (if any), on a pro-rated basis, for the unexpired Term and (iii) any other fees that the Provider may incur due to this breach of this Agreement by the User, at the time of the purported termination of this Agreement by the User. Provided nothing herein shall be construed to impose or imply any obligation on the Provider to accept the User’s purported termination of this Agreement.
8.2 In the event that the Term is being repudiated by the landlord before the expiry of the Term or the landlord re-en- ters the Premises or any part thereof in the name of the whole, the Provider shall inform the User and give written notice to the User. On (i) the expiry date of the Provider’s Termination Notice, or (ii) the date of the landlord’s re-entry into the Premises, whichever date is the earlier, the Term and this Agreement will end without affecting the rights of the Provider against the User for any previous default by the User arising out of or in connection with this Agreement, and without the landlord or the Provider being liable for any inconvenience, loss, damage, cost, expense or compensation in connection with the termination of this Agreement pursuant to this Clause. In such an event, the Provider shall endeavour to find suitable alternative office space for the User, subject to availability. If the Provider fails to provide alternative premises to the User or the User refuses to accept the alternative premises, the User shall reserve the right to terminate this Agreement without penalty and there shall be no claim against either party due to such termination.
8.3 If after the User has vacated the Premises after the end of the Term or holding over period or after termination of the Term under this Clause herein, any property (other than the fixtures, fittings and improvements) of the User remains on the Premises, the Provider may as agent of the User, deal with and dispose of the property in any manner which the Provider thinks is appropriate at the User’s cost and expense and the User must indemnify the Provider against any liability incurred by the Provider to any third party whose property is dealt with or disposed of by the Provider in the mistaken belief (which will be presumed unless the contrary is proven) that such property belonged to the User.
8.4 In the event that the Provider or its employees are being harassed by the User and/or the User have been suspected to be involved in any immoral, unethical, illegal or fraudulent business practice, the Provider shall reserve the right to terminate this Agreement.
8.5 At the end of this Agreement (unless renewed), the User must at its cost and expense vacate the Premises and ensure the fixture and fittings are in good and tenantable condition as at the commencement of this Agreement or to the reasonable satisfaction of the Provider. In the event the Provider finds that the Premises is not in satisfactory condition, a reinstatement fee would be applied. The User shall also return the Premises in the aforementioned condition to the Provider on or before 1700 hours on the last day of the Term herein, upon a joint inspection to be held between the Provider and the User.
8.6 In the event that the User continues to occupy the Premises or fails to deliver vacant possession of the Premises after the end of this Agreement, in the absence of any express and written agreement between the Provider and the User, the User shall be deemed to be holding over entirely at the sufferance of the Provider and this holding over shall be determined by the Provider at any time. During such period of holding over, the User must pay the Provider double the amount of the Service Fee payable on a monthly basis and such Service Fee shall not be pro-rated for such period of holding over (even if the period of holding over is less than a calendar month) and the other provisions of this Agreement shall continue to apply. For the avoidance of doubt, such holding over will not be treated as a renewal of this Agreement whether by operation of law or pursuant to the provision of this Agreement.
8.7 The User hereby expressly agrees that the Provider has a lien over the goods and products stored by the User at the Premises for all arrears and outstanding monies owed to the Provider under this Agreement. In the event, the Provider is entitled to exercise their rights arising from this lien and/or shall be entitled to retain the said goods and products until full payment of the arrears and outstanding monies has been paid by the User and received by the Provider. The Provider shall be entitled to charge the storage for retaining the above goods and products based on prevailing rates or on a pro-rated basis. The User further confirms that the Provider shall not be liable as a bailee for the goods and products retained in such event.
9. Assignment Of Rights
The User shall not assign, transfer or use as collateral, any rights or obligations arising in connection with this Agreement to any third party or hold them on trust for any such party.
10. The Provider’s Staff
If the User, or any business of which the ownership or control is directly or indirectly associated with the User, at any time during the term of the Agreement, or within 12 months after termination of the Agreement, employs/ contracts any of the staff employed or who were employed by The Provider or The Provider’s Affiliates during the term of the Agreement then the User shall pay to The Provider by way of liquidated and/or ascertained damages an amount equivalent to one year of the annual wage and/or annual cash package of the employee whom The Provider shall employ to replace the staff who has been solicited by the User. The applicability of liquidated and ascertained damages applies to all staff whether permanent, part or otherwise.
11. The Provider’s Liability
11.1 The Provider is not liable to the User or its employees, independent contractors, agents or any other persons in respect of the following circumstances:
(a) the Provider is unable to uphold or perform any aspect of this Agreement, including the ability to access the Prem- ises, or any loss or damage to the goods and/or products due to riots, strikes, acts of terrorism, acts of God, civil unrest, lock-outs or any other matters beyond the control of the Provider.
(b) any damages, whether for physical and/or economic loss or damage, which the Provider is liable to pay to the User pursuant to this Agreement or performance of this Agreement (including damages for negligence or damages for consequential loss) are limited in all cases to a maximum of S$2,000.00.
11.2 Exclusion of consequential losses, etc: The Provider will not in any circumstances have any liability for loss of busi- ness, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims, or any consequential loss which shall be so caused to the User, unless the Provider otherwise agrees in writing. The Provider strongly advises the User to insure against all such potential loss, damage, expense or liability.
12. Re-Entry & Non-Compliance
12.1 The User will be in default under this Agreement if, during the Term:
(a) the User fails to pay the Service Fee or any other sum payable under this Agreement within seven (7) days after the due date (whether or not formally demanded); or
(b) the User fails to comply with other obligations under this Agreement and (where the breach is capable of remedy) fails to make good the default after the Provider has given to the User notice to do so; or
(c) any distress or execution is levied on the User’s property and is not discharged within seven (7) days; or
12.2 In any of the above events, the Provider may re-enter and take possession of the Premises (or any part of it) at any time (even if any previous right of re-entry has been waived) and immediately on such re-entry, this Agreement will end and the Provider shall reserve the right to forfeit the Security Deposit mentioned in Clause 4 of the Agreement.
12.3 The exercise of its right of re-entry by the Provider will not affect any other rights of the Provider against the User (including the rights in respect of the default under which the re-entry is made).
12.4 The User must indemnify the Provider from and against all costs, losses, damages and expenses (including loss of Service Fee which would have been payable by the User if the Term had been completed and all costs and expenses incurred for re-letting or attempted re-letting of the Premises), suffered by the Provider as a result of the Provider exercising its right of re-entry. This indemnity will not affect the other rights of the Provider against the User.
12.5 The User acknowledges that he/she is not a bankruptcy upon signing of this Agreement and during the Term if the User becomes insolvent, bankrupt or goes into liquidation, it shall be construed as a breach of this Agreement and it shall be lawful for the Provider at any time thereafter to enter upon the Premises and thereupon this Agreement shall absolutely determine but without prejudice to any claim of the Provider in respect of any antecedent breach by the User of any condition.
13. Indemnity By User
13.1 The User shall indemnify and keep the Provider fully indemnified against (a) all claims, demands, actions, proceed- ings, judgements, damages, losses, costs and expenses of any nature which the Provider may suffer or incur for death, injury, loss and/or damage caused by, and (b) all penalties or fines imposed by any competent authority resulting from:
(a) any and all occurrences in the Premises or the use or occupation of the Premises by the User or by any of the User’s employees or independent contractors, or agents or any permitted occupier;
(b) the User or its employees, independent contractors, or agents or any permitted occupier to the Premises (including those caused directly or indirectly by the use or misuse, waste or abuse of the utilities or faulty fittings or fixtures); and
(c) any and all default by the User in complying with the provisions of this Agreement.
13.2 The User shall also indemnify and keep the Provider fully indemnified against any loss, damage which is caused by corruption of data or any loss of information from hardware, software, mechanical or internet damage.
13.3 The User shall not be in competition, whether directly or indirectly, with the existing businesses of The Provider.
14. Costs And Expenses
14.1 The User agrees to pay The Provider (on a full indemnity basis) any administrative fees and legal costs incurred in the drafting, preparation and execution of this Agreement.
14.2 The User agrees to pay The Provider (on a full indemnity basis), the Provider’s legal and other costs and expenses immediately on demand which includes other costs as a result of a default by the User of this Agreement.
14.3 In the event legal action is taken or commenced by the Provider against the User for breaching the covenants herein, then the User shall pay all legal costs incurred by The Provider on a full indemnity basis.
15. Discounts, Promotions And Offers
The Provider reserves the right to discontinue discounts, promotions or offers without notice.
The Provider will not be treated as waiving its right to proceed against the User in respect of any default by the User of its obligations in this Agreement and/or if the Provider accepts the Service Fee or any other sum payable by the User in this Agreement. Similarly, failure by the Provider to enforce at any time any of the provisions of this Agreement shall not be construed as a waiver of any continuing breach of any provision or any other provision of this Agreement or as a waiver of any right under this Agreement.
17. Compliance With The Law
17.1 The User must promptly comply, at its cost and expense, with the Law and all requirements of the relevant authority in force at the moment relating to:
(a) the Premises, other than the requirements of the relevant authority in force at the moment relating to any obligation imposed on the Provider solely in its capacity as the Provider of the Premises;
(b)the use or occupation of the Premises;
(c) anything done in the Premises by the User; and
(d) anything in the Premises, other than the requirements of the relevant authority in force at the moment relating to the Provider’s obligations in this Agreement
Unless otherwise required by law or regulation, the User shall not disclose or permit the disclosure of or use or permit the use of any information, discussions, negotiations and documentation obtained from the Provider as a result of or the connection with the Agreement implementation thereof, including but not limited to such information concerning the Provider’s business and affairs, and the services and rates provided hereunder, to any person, firm or corporation or any other agent.
The Provider is not bound by any representations or promises with respect to the Premises if they are not stated in this Agreement whether written or oral, express or implied by common law, statute or custom. The User confirms that it has not agreed to or executed this Agreement by relying on any representation which is not stated in this Agreement that is made by the Provider or on its behalf. Any amendments or modifications to the Term of this Agreement may be expressly agreed in writing between the parties.
20. Rules Of The Premises
20.1 The User must comply with all the House Rules and all Terms and Conditions herein stated. The User shall also ensure that its employees, agents, independent contractors and its permitted occupiers comply with all the House Rules and all other Terms and Conditions that shall be imposed by the Provider during the term of the Agreement.
20.2 The Provider is entitled to make and vary the Terms and Conditions stated in this Agreement and House Rules from time to time, and The Provider shall provide copies of all amendments thereto (if any) to the User.
20.3 The Terms and Conditions will prevail where there is inconsistency between provisions and the House Rules.
21. Unenforceability And Severance
21.1 The illegality, invalidity or unenforceability of any provision in this Agreement under the law of any jurisdiction will not affect:
(a) the legality, validity or enforceability of that provision under the law of the Country and State in which the Premises are located; or
(b) the legality, validity or enforceability of any of the other provisions in this Agreement.
22. Clause Heading
Clause headings are for reference and convenience of the parties only and do not define, limit or change the mean- ing, interpretation and scope of any of the clauses.
23. Governing Law And Submission To Jurisdiction
This Agreement is governed by the law of the Country and State in which the Premises are located. The parties agree to submit to the exclusive jurisdiction of the courts of the Country and State.