WESS SERVICE LEVEL AGREEMENT

This WESS Service Level Agreement (“Agreement”) is a legal agreement between you (“Customer”) and Refine Solutions Pte. Ltd (“RSPL”). In using the WESS Services, you acknowledge that you have read, understood, and have agreed to the terms in this Agreement, including on behalf of any person or entity for whom you are using the WESS Services.

RECITALS

WHEREAS, Customer wishes to adopt Wellness ERP Software as a Service (“WESS”) under the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Customer and RSPL hereby agree as follows:

1. RESPONSIBILITIES

a. RSPL shall provide professional consultancy services, technology consulting, software development, updates and improvements, server and software maintenance throughout the duration of the software service. Upon Customer adoption of the service, RSPL shall provide the training and after sales support.

b. Both RSPL and Customer acknowledge that successful adoption of WESS pursuant to this Agreement shall require Customer’s full and mutual good faith cooperation and Customer acknowledges that it shall timely fulfill its responsibilities, including but not limited to those set forth in this Agreement.

2. SUBSCRIPTION

a. Upon receipt of the payment, a Tenant account will be created for the Customer. An email containing the log-in credential will be sent to Customer’s registered email with RSPL.

b. The subscription shall commence on the 1st of the following month from the date of invoice.

c. The subscription is renewable at the end of the current subscription.

3. DELIVERY AND MAINTENANCE SERVICE

a. RSPL shall be responsible for the full delivery and maintenance of WESS in accordance with the terms of this Agreement.

b. All services and supporting hardware and accessories, such as computers, printers, barcode scanners, shall be rendered/ delivered within 14 calendar days upon receipt of payment.

c. RSPL may at its discretion modify, change and/ or replace the functional modules in a Package of WESS, with prior written notice to Customer, with intentions to improve WESS service delivery and offerings.

d. A reasonable amount of support shall be rendered to the Customer, ensuring minimum impact on the business operations and usability of WESS.

e. RSPL will use reasonable efforts to make WESS available with an Annual Uptime Percentage of 99.5% during the Service Year, where:

i. “Service Year” is the preceding 365 calendar days from the date of a claim.

ii. “Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of 5 minute periods during the Service Year in which WESS was down. If WESS has been used for less than 365 calendar days, the Service Year is still the preceding 365 calendar days but any days prior to the use of the service will be deemed to have had 100% uptime.

4. PRICE AND PAYMENT

a. The down-payment and/or full payment will be invoiced and issued after the signing of this agreement, in accordance to the agreed quotation.

b. Price Guarantee. RSPL guarantees that the subscription price to Customer shall not increase for the next 5 years, effective from the date of the 1st invoice.

c. Renewal payments shall be invoiced and issued two (2) weeks before the expiry of the subscription.

d. All fees and rates are in Singapore Dollars, and are exclusive of GST.

e. Payment is to be made by cheque payable to ‘Refine Solutions Pte. Ltd.’, bank transfer to RSPL bank account, or any official payment modes indicated in the invoice. Payment condition is fourteen (14) calendar days from date of invoice or in accordance to the terms in the invoice, whichever is later.

5. TRAINING AND AFTER SALES SUPPORT

a. Upon receipt of the payment, RSPL shall provide Customer with product training.

b. RSPL shall make training for WESS available to Customer pursuant to its standard training procedures. Training shall be provided at a location to be determined by RSPL

c. Online Chat Support and/ or Phone Support shall be available during the following hours:

Monday – Friday 10:00am to 6:00pm

Saturday 10:00am to 1:00pm

d. Email Support shall be 24/7 with a response time of 24 hours.

e. In the event that the problem arises due to technical or system wide failure at server end, RSPL shall work to resolve the problem with best effort and upmost urgency. RSPL does not guarantee that all technical problems will be solvable.

f. RSPL reserve the right to not implement out of scope requirement.

6. SUBCONTRACTING

RSPL reserve the rights to subcontract such portions of its undertaking under this Agreement, as RSPL deem appropriate.

7. USE OF SERVICE OFFERINGS

a. Customer may access and use the Service Offerings in accordance with this Agreement.

b. Customer will adhere to all laws, rules and regulations applicable to Customer’s use of the Service Offerings.

c. To access the Services Offerings, Customer must create a merchant account associated with valid contact information such as, but not limited to, company name, postal address, telephone number and/or email address.

d. Customer is responsible for all activities that occur under its account, regardless of whether the activities are undertaken by Customer, Customer’s employees or a third party (including Customer’s contractors or agents) and, except to the extend caused by RSPL breach of this Agreement, RSPL and its affiliates are not responsible for unauthorized access to Customer’s account. Customer will contact RSPL immediately if Customer believes an unauthorized third party may be using its account or if its account information is lost or stolen.

8. SECURITY AND BACKUP

a. Customer Data. Customer is solely responsible for the creation, operation, use and maintenance of its own data.

b. RSPL will implement reasonable and appropriate measures designed to help secure Customer Data against accidental or unlawful loss, access or disclosure.

c. Customer is responsible for properly configuring and using the Service Offerings and taking steps to maintain appropriate security and protection, which may include safe guarding its log-in credentials and routine exporting/ printing of reports for data that Customer deem important.

d. RSPL assumes that Customer has obtain valid consent from your customers before collecting their personal data.

9. SUSPENSION

a. RSPL may suspend Customer’s right to access or use any portion or all of the Service Offerings immediately upon notice to Customer if:

i. RSPL determines that Customer’s use of or registration for the Service Offerings poses security risk to the Service Offerings, may adversely impact the Service Offerings or the systems or Customer Data of any other WESS customers, may subject RSPL to liability, or may be fraudulent.

ii. Customer is delinquent on its payment obligations for more than fourteen (14) calendar days.

b. RSPL will not erase any of Customer Data as a result of suspension.

c. RSPL reserve the right to terminate this Agreement pursuant to Section 10, in events where suspension exceeds sixty (60) calendar days.

10. TERMINATION

a. The parties are entitled to terminate this Agreement and all of the Service Offerings at any time with a thirty (30) calendar days written notice. If the termination is initiated by Customer, no refund is entitled to the Customer.

b. In the event of termination by reason of the Customer’s failure to comply with any part of this agreement, or upon any act which shall give rise to RSPL’s right to terminate, RSPL shall have the right, at any time, to terminate the service without demand or notice.

c. Without limiting any of the above provisions, in the event of termination as a result of the Customer’s failure to comply with any of its obligations under this Agreement, the Customer shall continue to be obligated for any payments due.

d. In the event of Customer (i) terminates or suspends its business; (ii) becomes subject to any bankruptcy or insolvency statute or (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, this Agreement shall automatically be terminated.

e. Upon any termination of this Agreement, Customer Data will be kept for a period of thirty (30) calendar days from the date of termination. During this period, and only if all payments due have been made, Customer may contact RSPL to retrieve its data.

11. CONFIDENTIALITY

a. The parties acknowledge and agree that any and all information provided to the other party which is deemed to be Confidential Information (as defined below) by the disclosing party shall be held in the strictest of confidence by the receiving party and such receiving party shall not disclose or use any such Confidential Information for its own purposes or for the purposes of any other party, except as specifically permitted pursuant to the terms of this Agreement.

b. As defined herein, Confidential Information shall include, but shall not be limited to this Agreement and any terms contained herein, any other information identified in writing or orally as being confidential and proprietary, any and all business plans, customer lists, software, data, usage statistics, marketing plans, business structure, financial plans or other financial information, earnings, or any other information deemed by the delivering party to be confidential and proprietary.

c. Each party shall take affirmative steps to protect from disclosure any and all Confidential Information of the other party and shall take the same actions to protect such information that it takes to protect its own Confidential Information.

d. Notwithstanding the above, neither party shall have any obligation with respect to information which (i) was rightfully in possession of or known to the receiving party without any obligation of confidentiality prior to receiving it from the disclosing party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the receiving party from a source other than the disclosing party without any obligation of confidentiality; (iv) is disclosed by the receiving party under a valid order created by a court or government agency, provided that the receiving party provides prior written notice to the disclosing party of such obligation and the opportunity to oppose such disclosure. Upon written demand of the disclosing party, the receiving party shall return and destroy the Confidential Information and all copies, notes or extracts thereof to the disclosing party within fourteen (14) calendar days of receipt of notice.

e. The obligation on Confidential Information of the receiving party herein shall continue in force indefinitely until such time as the Confidential Information shall no longer be of a confidential, proprietary and secret nature.

12. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

a. RSPL shall own all Intellectual Property and Proprietary Rights in and to WESS, which include without limitation, all internet domain names selected for use in connection with WESS, all technical designs and drawings, all source codes, all patents, copyrights, service marks, trademarks, trade secrets and other intangible rights used or developed in connection with WESS.

b. All Customer Data in relation to Customer shall remain the ownership of Customer.

13. WARRANTY AND INDEMNITY

a. RSPL hereby warrants that its performance of any obligations herein and the products and/or services which it shall supply to the Customer will not infringe any third party intellectual property rights. Without limiting the generality of the foregoing, where the right, title or interest in any intellectual property to be supplied by RSPL including but not limited to the copyright in any software, is owned by a third party, RSPL undertake to procure perpetual licenses or sublicenses from such third party in favor of the Customer and, if necessary, to perform the works which shall be required to deliver the Service Offering to Customer.

b. RSPL at its own expense will defend any action brought against Customer to the extent that it is based on a claim that the products and/or services used within the scope of this Agreement infringes any patents, copyrights, license or other property right, provided that RSPL is immediately notified in writing of such claim. RSPL shall have the right to control the defense of all such claims, lawsuits and other proceedings. In no event shall Customer settle any such claim, lawsuit or proceeding without RSPL’s prior written approval.

c. THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY RSPL. RSPL SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF RSPL FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF WESS. IN ANY CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RSPL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT THE CUSTOMER ACTUALLY PAY RSPL UNDER THIS AGREEMENT FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

d. All parties to this Agreement shall indemnify each other and save harmless for each other from and against all claims for bodily injuries, including death or damage to property caused by the negligent act or omission of any party’s employee in connection with the performance of the its obligations under this Agreement.

e. Customer agrees to defend, hold harmless and expeditiously indemnify RSPL from any liability, claim, loss, damage or expense arising out of Customer’s breach or violation of any term, condition or covenant contained in this Agreement or resulting from the use of WESS, or any RSPL system, network or service.

14. BUSINESS CONTINUITY

a. In the event that RSPL cease to operate its business operations and/or become insolvent and/or be wound up by a court order, RSPL shall hand over the source codes and all intellectual property of WESS to a suitable and willing Trade Association and Chamber, or organization, for its future use and further development and/or appoint other software vendors to operate WESS.

b. In the event that RSPL is acquired by a 3rd party entity, this 3rd party entity shall be committed to provide and maintain WESS based on the terms and conditions agreed in this Agreement, until Customer’s current subscription is expired.

15. FORCE MAJEURE

a. If by any reason of any event of force majeure, any of the parties to this Agreement is delayed in or prevented from or hampered in performing any of its obligations under this Agreement, then such delay or non-performance shall not be deemed to be a breach of this Agreement. In such an event, the obligations of the party so affected by the force majeure event shall be suspended during the period of such force majeure event, and the affected party shall use all reasonable endeavours to minimize and reduce any period of suspension occasioned as aforesaid.

b. For the avoidance of doubt, a force majeure event shall include, but shall, not be limited to acts of God, acts or omissions of any government or any rules, regulations or orders of any governmental authority or any officer, department, agency or instrument thereof; fire, storm, flood, earthquake, accident, acts of public enemy, war, rebellion, insurrection, riot, invasion, strikes, or lockouts, or anything regarded as being beyond the control of the party in question. Failure or delay in performance of the party supplying the consultants, subcontractors, agents, suppliers or other third parties shall not be regarded as events beyond the control of the supplying party.

16. ENTIRE AGREEMENT

a. Each party acknowledges and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.

b.If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.

17. GOVERNING LAW

a. This Agreement and all aspects of the relationship between the parties hereto shall be construed and enforced in accordance with and governed by the law of the Republic of Singapore. Any claims and legal actions relative hereto shall only be brought in a court of competent jurisdiction in the Republic of Singapore.

18. ASSIGNMENT

b. The Customer may not assign or sub-license, without the prior written consent of RSPL, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. No action, regardless of form, arising out of this Agreement may be brought by Customer more than one (1) year after the cause of action has arisen.

IN WITNESS WHEREOF, the parties have so agreed.

简体中文