1. Definition of Terms
1.1 The following terms will be deemed to have the following meanings:
‘Agreement’ means GeTS’ proposal that duly agreed and accepted by the Customer;
‘GeTS’ is a reference to the GeTS entity whose name appears on the Agreement;
‘Customer’ means the party who signs up GeTS’ Services;
‘Party’ means GeTS or Customer;
“Parties” means GeTS and Customer;
‘Proposal’ means the document setting out the scope of the project to be undertaken by GeTS for the Customer, and which defines the tasks to be performed, the Customer’s responsibilities, the deliverables, delivery schedule and price.
‘Services’ means the services provided by GeTS in the Proposal;
‘System’ means the computer system, programming and communications facilities required by GeTS 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 GeTS’ in receipt of all applicable fees payable by the Customer, GeTS will provide the Services to the Customer, provided always that GeTS reserves the right to modify, enhance, withdraw or suspend the Services, or any part thereof, at any time. GeTS will advise the Customer of the changes thirty (30) days in advance where the changes will, in GeTS’ opinion, significantly alter the Services.
3. Terms of Payment
3.1 In consideration of the provision of the Services by GeTS, the Customer agrees to make payment to GeTS of all applicable charges for the use of the Services in accordance with GeTS' rates and fees stated in GeTS proposal or mutually agreed upon. Payments by the Customer to GeTS 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 GeTS’ invoice unless otherwise stated in the invoice. GeTS 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 this Agreement and includes:
(a) information relating to the project, Services, deliverables, including the Proposal;
(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. GeTS may disclose Confidential Information to its parent, subsidiary, related companies, or its sub-contractors for the purposes of carrying out its obligations under this Agreement. GeTS may use the Confidential Information for the purposes of performing this 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 GeTS, 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 this 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 this 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 this Agreement, GeTS 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 this Agreement is true and complete, and confirms it has read the 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 this Agreement or otherwise. GeTS reserves the absolute right to suspend the Services or terminate this Agreement at GeTS' sole determination, deems that the Customers has provided inaccurate, incomplete or false information. The Customer also agrees that GeTS reserves the right to disclose any information contained in, but not limited to, this Agreement if required by the relevant authorities or by law.
5.5 In any event, the liability of GeTS for loss, damage, cost or expense to the Customer, 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’ payments by the Customer to GeTS.
6.1 Either party may terminate this Agreement by giving thirty (30) days’ prior written notice to the other party.
7. Governing Law
7.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
8.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of the provisions of this Agreement.
9. Country-unique Terms
9.1 For Customer whose Agreement was submitted to and approved by the GeTS entity specified below, the following terms replace or modify the referenced terms in this Agreement. Terms that are not changed by these amendments remain unchanged and in effect.
(i) GeTS eTrade (Canada) Inc.,
7. Governing Law
7.1 This Agreement shall be governed by and construed in accordance with the laws of Canada. The parties agree to submit to the exclusive jurisdiction of the courts of Canada.
*GeTS BPO T&C - Version 1.0 (applicable from August 2020)