1.1 These terms and conditions (the Terms) govern the supply of goods, services and electronic (digital) services by Ahura Pte. Ltd., a company incorporated in Singapore with UEN 202441364R and registered address at 216 JOO CHIAT ROAD, #02-16, SOHO LIFE, SINGAPORE (427483) (the Company), to any business entity or individual acting in the course of business (the Buyer).
1.2 The Terms apply to:
(a) sale of Goods;
(b) provision of Services, including without limitation software development, portal and website development, IT solutions, integration, support, management of digital services, management and operation of electronic information platforms, hosting, and consulting;
(c) provision of Electronic (digital) Services, including without limitation SaaS, subscription services, access to online platforms and APIs, digital content distribution, placement of digital content and advertising in the internet, and related analytics.
1.3 These Terms form part of every Invoice, Order and SOW. In the event of inconsistency, the order of precedence is: (i) a written SOW, (ii) these Terms, (iii) any other documents incorporated by reference, unless expressly stated otherwise.
1.4 Any terms or conditions contained in a Buyer purchase order or other document are excluded unless expressly agreed in writing by the Company.
1.5 These Terms and any Order or SOW constitute the entire agreement between the parties and supersede all prior discussions, representations and arrangements.
2.1 In these Terms:
Affiliate means any entity controlling, controlled by, or under common control with a party.
Business Day means a day other than Saturday, Sunday or a public holiday in Singapore.
Buyer Materials means all materials, data, software, content, specifications, logos, trademarks, advertising copy and other items supplied by or on behalf of Buyer to Company.
Confidential Information means non-public information disclosed by one party to the other, whether in writing, orally or electronically, that is marked confidential or should reasonably be understood to be confidential, including business plans, technical information, pricing, software, data and the terms of this agreement.
Deliverables means all work product, software code, documentation, designs, configurations, reports and other materials created by or on behalf of Company specifically for Buyer under a SOW.
Digital Content means any text, images, graphics, audio, video, data, advertising material or other content in digital or electronic form.
Digital Services means any Services delivered or made available electronically, including but not limited to SaaS, access to online platforms, portals, APIs, hosting, cloud services, managed digital services, management of electronic information platforms, digital content distribution, online advertising and analytics.
Goods means all tangible products, hardware, equipment, spare parts and other goods supplied by Company.
Intellectual Property Rights means all registered and unregistered intellectual property rights, including copyright, patents, trade marks, service marks, design rights, database rights, trade secrets, know-how, domain names, moral rights and applications for any of the foregoing.
Order means any online order, purchase order or other documented order placed by Buyer.
Services means all services supplied by Company, including but not limited to consulting, implementation, integration, migration, training, maintenance, support, software development, portal and website development, IT solutions, management of digital services, management and operation of electronic information platforms, hosting, SaaS, placement of digital content and advertising in the internet, and any other IT, digital or electronic services described in an Order or SOW.
SOW means a statement of work, work order, service order, proposal, project plan or similar document agreed by the parties that references these Terms.
2.2 Headings are for convenience only. Words in the singular include the plural and vice versa.
3.1 Quotations, proposals, price lists and estimates are invitations to treat only and are valid for the period stated in them or, if none, 30 days.
3.2 An Order, or Buyer’s acceptance of a Company proposal, is an offer to contract. A contract is formed when Company confirms the Order in writing, issues an invoice or begins performance, whichever occurs first. Company will state the applicable price and, where known, estimated taxes and delivery charges in the order confirmation.
3.3 Company may reject an Order in its sole discretion, including for reasons of product availability, pricing errors, creditworthiness, or legal or compliance concerns.
3.4 Buyer must provide accurate, complete and timely information, specifications and materials. Company is entitled to rely on the information supplied.
4.1 Company shall supply Goods in accordance with the description in the applicable Order or SOW.
4.2 Delivery shall be made in accordance with the Incoterms 2020 rule specified in the Order or SOW. If no Incoterms rule is specified, delivery shall be EXW (Incoterms 2020) Company’s premises. Risk in Goods passes in accordance with the applicable Incoterms rule.
4.3 Title to Goods remains with Company until Company has received full payment for those Goods. Until title passes, Buyer shall store the Goods separately, identify them as Company property, maintain insurance and not create any encumbrance over them. Company may enter Buyer’s premises to recover unpaid Goods.
4.4 Software, firmware or other intellectual property embedded in Goods is licensed to Buyer on a non-exclusive basis for use with the Goods and is not sold.
5.1 Company shall perform Services with reasonable skill and care, in material conformity with the applicable SOW.
5.2 Buyer shall provide access, information, materials and cooperation reasonably required. If Company’s performance is delayed or prevented by Buyer’s failure, Company may reasonably adjust timelines and charges.
5.3 Unless expressly stated in the SOW that time is of the essence, all dates and times for performance are estimates only.
5.4 Any change in scope must be agreed in writing. Company may suspend performance pending agreement and payment for additional work.
5.5 Company may use subcontractors or third-party suppliers but remains responsible for their performance.
5.6 Digital Services:
(a) Subject to these Terms and the applicable Order or SOW, Company grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Digital Services solely for Buyer’s internal business purposes.
(b) Buyer shall not: resell, rent, lease or time-share the Digital Services; reverse engineer, decompile or disassemble them except as permitted by law; copy source code; circumvent security measures; access unauthorised parts; exceed user or usage limits; introduce malicious code; or use the Digital Services to build a competing product.
(c) Buyer is responsible for maintaining the security of all access credentials and for all activities under its accounts.
(d) Company may suspend Digital Services where required by law, where Buyer has breached these Terms, or where there is a security or integrity risk.
(e) Where Services involve placement of Digital Content or advertising on third-party platforms, Buyer acknowledges that such platforms are subject to third-party terms and availability. Company will use reasonable efforts but does not guarantee reach, impressions, rankings, placement, conversion rates or platform availability unless expressly specified in an SOW.
6.1 Each party retains ownership of its pre-existing Intellectual Property Rights and general know-how.
6.2 Buyer grants Company a non-exclusive, royalty-free, non-transferable licence to use Buyer Materials during the term solely as needed to provide the Goods, Services and Digital Services.
6.3 Unless otherwise stated in an SOW and subject to full payment, Company assigns to Buyer all right, title and interest in the Deliverables created specifically for Buyer under that SOW, excluding Company pre-existing IP, third-party components and general tools, frameworks and know-how. Company grants Buyer a perpetual, non-exclusive, non-transferable, royalty-free licence to use any Company pre-existing IP embedded in Deliverables solely to the extent necessary to use the Deliverables.
6.4 Third-party components, including open-source software, are subject to their own licence terms and are not assigned. Company will identify material third-party components in the SOW where reasonably practicable.
6.5 Company and its licensors retain all Intellectual Property Rights in the Digital Services, platforms and any software made available on a subscription or access basis. Buyer acquires only the limited access rights stated in these Terms or the SOW.
6.6 Buyer grants Company a worldwide, non-exclusive, royalty-free licence during the term to use, reproduce, modify, display, distribute and publish Buyer Materials and Digital Content in connection with the Services, including placement of Digital Content and advertising in the internet. Buyer warrants that it has all rights necessary to grant this licence.
6.7 Nothing in these Terms grants any party the right to use the other party’s trade marks except as reasonably necessary for performance or as agreed in writing.
7.1 Buyer represents and warrants that:
(a) it is validly existing and has authority to enter into these Terms;
(b) it owns or has all necessary rights in Buyer Materials and Digital Content;
(c) Buyer Materials and Digital Content do not infringe any third-party Intellectual Property Rights or other rights, and are not unlawful, defamatory, obscene, fraudulent or malicious;
(d) it will comply with all applicable laws, including data protection, export control, sanctions and anti-bribery laws.
7.2 Buyer shall indemnify and hold harmless Company and its Affiliates, officers, employees and subcontractors from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with:
(i) any breach of Section 7.1;
(ii) Buyer’s use of Goods, Services or Digital Services in breach of these Terms; or
(iii) Buyer Materials or Digital Content.
8.1 Prices are stated in the applicable Order or SOW. Unless otherwise stated, prices are exclusive of GST, VAT, sales tax, customs duties, shipping, insurance and other charges, which Buyer shall pay.
8.2 Company may change prices for future orders or renewals by notice. Existing confirmed Orders are unaffected.
8.3 Payment shall be due within 30 days from the date of invoice unless otherwise agreed in writing. Company may require payment in advance or before dispatch of Goods. Accepted payment methods include bank transfer, credit card and other methods specified by Company.
8.4 Late payments bear interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. Buyer shall reimburse Company’s reasonable collection costs.
8.5 Buyer may not set off, deduct or withhold any amount unless required by law or agreed in writing.
8.6 Fees for Services and Digital Services are non-refundable except as expressly stated in these Terms or the SOW.
9.1 Goods are delivered as described in Section 4. Delivery dates are estimates only.
9.2 Digital Services are deemed delivered when Company makes them available electronically or gives Buyer access.
9.3 If Buyer fails to take delivery or provides inaccurate delivery information, Company may store Goods at Buyer’s risk and expense. Company is not liable for delay or loss resulting from inaccurate delivery information.
10.1 If the SOW contains an acceptance procedure, that procedure applies. Otherwise, Buyer shall test and review Services and Deliverables within 14 days after delivery.
10.2 Buyer may reject only for material non-conformity with the SOW by written notice within that period. If no notice is given, the Services or Deliverables are deemed accepted.
10.3 Company shall use reasonable efforts to correct any material non-conformity notified in accordance with this Section. Re-performance or correction is Buyer’s sole remedy for non-conformity.
11.1 Returns of Goods are permitted only for defects covered by the warranty in Section 11.2 or as otherwise agreed in writing. Returns require a Return Material Authorization (RMA) number. Custom orders or specially priced Goods are non-returnable.
11.2 Company warrants that Goods are free from material defects in materials and workmanship for 12 months from delivery under normal use. Company’s liability is limited to repair, replacement or refund at its option. The warranty does not cover damage caused by misuse, neglect, accident, unauthorised repair or modification, or normal wear and tear.
11.3 Company warrants that Services will be performed with reasonable skill and care. In the case of a material failure, Company will re-perform the affected Services or, at its option, refund fees paid for the affected Services.
11.4 Company warrants that Digital Services will materially conform to their applicable documentation. Company does not warrant that Digital Services will be uninterrupted, error-free or secure.
11.5 Buyer acknowledges that it has selected the Goods, Services and Digital Services based on its own judgment and not on any fitness for a particular purpose. Third-party products and services are subject to their own terms and warranties.
11.6 To the fullest extent permitted by law, all other warranties, conditions, terms, representations and liabilities, whether express or implied by statute, common law or otherwise, are excluded, including any implied terms under the Sale of Goods Act 1979 (Cap 393), the Supply of Goods Act 1998 (Cap 394A) or other legislation.
11.7 Buyer must notify warranty claims in writing within a reasonable time after discovery.
12.1 Nothing in these Terms limits or excludes liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.
12.2 Subject to Section 12.1, Company shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, anticipated savings, goodwill, data or business interruption.
12.3 Subject to Sections 12.1 and 12.2, Company’s total aggregate liability under or in connection with each Order or SOW, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the total amount paid or payable by Buyer to Company under the Order or SOW to which the claim relates.
12.4 The parties agree that the limitations and exclusions in this Section are reasonable and reflect the commercial allocation of risk.
13.1 Company shall defend and indemnify Buyer against third-party claims that the Goods, Services or Digital Services, when used in accordance with these Terms, infringe third-party Intellectual Property Rights, provided Buyer:
(i) notifies Company promptly in writing;
(ii) gives Company sole control of defence and settlement; and
(iii) provides reasonable assistance.
If such a claim is made or likely, Company may at its option:
(a) procure a licence;
(b) modify or replace the item to avoid infringement; or
(c) terminate the affected Order and refund a pro rata portion of fees paid.
This indemnity does not apply to claims arising from Buyer Materials, modifications by Buyer or third parties, use outside the agreed scope, or combination with non-Company items.
13.2 Buyer’s indemnity is set out in Section 7.2.
13.3 The indemnities in this Section are subject to the limitations in Section 12.
14.1 Each party shall keep Confidential Information confidential and use it only for the purposes of these Terms. Confidentiality obligations survive for 5 years after termination.
14.2 Section 14.1 does not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law.
14.3 Each party shall comply with the Personal Data Protection Act 2012 (Singapore) and other applicable data protection laws.
14.4 Buyer is responsible for the lawfulness of all personal data it provides to Company. To the extent Company processes personal data on Buyer’s behalf, Company shall do so as a data intermediary and in accordance with Buyer’s documented instructions.
15.1 Buyer shall comply with all applicable export control, sanctions, customs and import laws, including those of Singapore, the United States, the European Union and any other relevant jurisdiction.
15.2 Buyer shall not export, re-export, transfer, sell or use Goods, Services or Digital Services in sanctioned countries or for sanctioned purposes.
15.3 Company may suspend or terminate performance if Buyer breaches this Section or if performance would violate applicable law.
16.1 Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act 1960 (Singapore).
16.2 A breach of this Section is a material breach.
17.1 Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, pandemics, epidemics, war, terrorism, cyberattack, government action, labour disputes, utility failures, or failure of suppliers.
17.2 The affected party shall notify the other and suspend performance while the event continues.
17.3 If a force majeure event continues for more than 60 days, either party may terminate the affected Order or SOW by written notice.
18.1 Company may suspend Goods, Services or Digital Services if Buyer fails to pay undisputed amounts, commits a material breach, or if required by law.
18.2 Either party may terminate an Order or SOW by written notice if the other party commits a material breach and fails to cure it within 30 days after notice, or if the other party becomes insolvent, is unable to pay debts as they fall due, or enters into liquidation, bankruptcy, receivership, judicial management or any analogous proceeding.
18.3 Upon termination:
(a) Buyer shall pay for Goods delivered, Services performed and costs incurred up to termination;
(b) licences granted to Buyer terminate;
(c) Buyer shall cease using and, at Company’s option, return or destroy Confidential Information and Company materials.
18.4 Sections 6, 7, 8, 11, 12, 13, 14, 15, 16, 18, 20, 23 and 24 survive termination.
19.1 Company may amend these Terms for future Orders or SOWs by posting the amended Terms on its website or notifying Buyer. Amendments do not affect existing confirmed Orders or SOWs.
19.2 For ongoing Services or Digital Services, Company may amend these Terms by giving 30 days’ written notice. If Buyer objects, Buyer may terminate the affected Services before the amendments take effect without penalty. Continued use after the notice period constitutes acceptance.
20.1 Neither party may assign its rights or obligations without the other party’s prior written consent, except that Company may assign to an Affiliate or in connection with a merger, acquisition or sale of business.
20.2 Company may subcontract any part of its obligations but remains responsible.
21.1 Notices must be in writing and sent to the addresses stated in the Order or SOW, or to the registered address of the party.
21.2 Notices are deemed received:
(i) by email, on the next Business Day after sending if no bounce-back;
(ii) by post, five Business Days after posting;
(iii) by courier, on delivery.
22.1 The parties agree that electronic records, electronic signatures and contracts formed through the website are valid and enforceable under the Electronic Transactions Act 2010 (Singapore).
23.1 The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
23.2 If any provision is invalid, unenforceable or illegal, it shall be deemed modified to the minimum extent necessary to make it valid, and the rest of these Terms remains in force.
23.3 No failure or delay by either party to enforce a right is a waiver. A waiver must be in writing.
23.4 No person who is not a party to these Terms has any right under the Contracts (Rights of Third Parties) Act 2001 (Singapore) to enforce any term.
24.1 These Terms are governed by and construed in accordance with the laws of Singapore, without giving effect to conflict of law rules.
24.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
24.3 Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules for the time being in force, which rules are deemed incorporated by reference. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of arbitration shall be English.
24.4 Nothing in this Section prevents a party from seeking injunctive or other interim relief from the courts of Singapore.
For any inquiries regarding these Terms, please contact:
Ahura Pte. Ltd.
Address: 216 JOO CHIAT ROAD, #02-16, SOHO LIFE, SINGAPORE (427483)
Email: info@ahura-pte.com