At Ampotech, our mission is to enhance energy efficiency and sustainability in a way that prioritizes both performance and privacy. To earn and maintain our customers' trust—trust in our company and our innovative solutions—we focus on the following core principles:
Ampotech Pte Ltd (“Ampotech”/”we”/”us”) is committed to delivering trustworthy and resilient energy management solutions. We recognize that the confidentiality, integrity, and availability of our clients’ data are paramount. Our approach to security combines advanced technologies, industry-standard practices, and continuous monitoring to protect your information at every stage.
1.1 The definitions and rules of interpretation described in this Clause 1 shall apply in these Terms.
Agreement(s): refers to any agreements entered into between Ampotech and the Customer, including any Purchase Order(s), which shall incorporate these Terms by reference.
Ampotech: refers to Ampotech Pte. Ltd., a company incorporated in Singapore (Company number 201423135K), whose registered office is at 56 Kallang Pudding Road, #07-01, HH @ Kallang, Singapore 349328.
Ampotech Privacy Policy: has the meaning given in Clause 12.1.
Authorised Users: those employees, officers, agents, and independent contractors of the Customer who are authorised or otherwise permitted by the Customer to use and/or access the Products.
Business Day: a day other than a Saturday, Sunday, or public holiday in Singapore, when banks in Singapore are open for business.
Confidential Information: means all information that is proprietary or confidential, whether labelled or notified as such and however recorded or preserved, and that is disclosed by a Party or its Representatives (as defined below) to the other Party and that Party’s Representatives in connection with or in the course of the Agreement, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, assets, affairs, customers, clients, suppliers, business or marketing strategies, or financial condition of the disclosing Party; or (ii) the operations, processes, product information, know-how, designs, inventions, codes, trade secrets or software of the disclosing party, but excluding Product Data.
Customer: Any person who places an order for the purchase of Products from Ampotech.
Customer Data: the data inputted by or collected from the Customer, the Authorised Users, or Ampotech on the Customer’s behalf for the purpose of using or accessing the Products, or inputted or collected in the course of the Customer’s use of the Products.
Customer Personal Data: has the meaning given in Clause 12.1.
Delivery Plan: means the time schedule and delivery sequence for the delivery and installation of the Hardware at the Site(s).
Documentation: the document(s) made available to the Customer by Ampotech online via ‘www.ampotech.com’ or such other web address notified by Ampotech to the Customer from time to time or otherwise provided to the Customer by Ampotech, which sets out a description of the Products and the user instructions and restrictions for the Products.
Effective Date: the date on which a binding contract for the supply of Products is formed between Ampotech and the Customer. For the avoidance of doubt, this shall be the date on which Ampotech accepts the Customer’s order, thereby creating a legally binding agreement between the parties.
Fees: means the fees payable Ampotech for the Customer’s purchase and use of the Products under a Purchase Order.
Force Majeure Event: means any event that is beyond the reasonable control of a party, including acts of God, flood, drought, earthquake or other natural disaster, epidemic, pandemic, terrorist attack, civil war, civil commotion or riot, war, armed conflict, contamination, fire, explosion or accident, labour or trade dispute, strikes, industrial action, transport interruptions, or failure or utility.
Hardware: the devices, meters, routers, and other hardware provided by Ampotech to the Customer pursuant to the Purchase Order placed by the Customer for the purchase of Products from Ampotech.
Intellectual Property Rights (IPRs): patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including the right to sue for and recover damages for past infringements.
Losses: means all direct and indirect losses, liabilities, damages, costs, charges, interest, fines, penalties, settlement sums, and expenses, which shall include reasonable legal fees, costs, and disbursements of litigation, investigation, judgment, and remedial actions.
Maintenance and Support Services: means the maintenance and support services provided by Ampotech to the Customer for the Products as described and for a duration provided in the Agreement.
Normal Business Hours: 9.30 am to 6.30 pm local Singapore time, each Business Day.
Product(s): means the Hardware, Software, and Services provided by Ampotech to the Customer under the Agreement.
Purchase Order(s): means any purchase order, statement of work, or other communication, whether electronic or otherwise, from the Customer for the purchase of Products. This includes the Delivery Plan.
Representatives: means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives, and advisers.
Services: the support, installation, technical, maintenance, configuration, integration, implementation, and other engineering services (including the Maintenance and Support Services) provided by Ampotech to the Customer under the Agreement.
Service Levels: means the commitment in relation to the performance and/or service standards that Ampotech is required to comply with during the Warranty Period and the Maintenance and Support Services period.
Sites: the Customer’s location(s) at which the Hardware is to be used and installed.
Software: the online software products (including software-as-a-service products), web applications, and platforms provided by Ampotech to the Customer under the Agreement.
Subscription Term: has the meaning given in Clause 3.1.
Virus: any thing or device (including any software, malware, code, file, or programme) which may:
(a) prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, or network, or any other service or device;
(b) prevent, impair, or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering, or erasing the programme or data in whole or part or otherwise); or
(c) adversely affect the user experience, including worms, trojan horses, viruses, and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and/or hardware components that, when exploited, results in a negative impact to the confidentiality, integrity, or availability of the software and/or hardware components, and the term Vulnerabilities shall be interpreted accordingly.
1.2 Ampotech and the Customer are each a “Party” and collectively shall be referred to as the “Parties”.
1.3 Clause and paragraph headings shall not affect the interpretation of these Terms.
1.4 A person includes an individual, corporate, or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors, or permitted assigns.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a law shall include a statute or statutory provision, subordinate legislation, or regulation as may be amended from time to time.
1.8 A reference to writing or written excludes fax but not email.
1.9 Any reference to ‘including’ (or similar words) means including without limitation, and shall not limit the sense of the words preceding these terms.
1.10 Unless otherwise expressly stated herein, references to clauses are to the clauses of these Terms.
2.1 These Terms shall apply to any purchase or procurement of Products by the Customer from Ampotech and shall govern all Agreements entered into by the Parties in furtherance of such purchase or procurement of Products.
2.2 If there is an inconsistency between these Terms and any Agreement, the provisions of such Agreement shall prevail only to the minimum extent necessary of such conflict or inconsistency.
3.1 Ampotech shall, for the duration of the subscription period purchased by the Customer as specified in the Agreement (the “Subscription Term”), provide the Products to the Customer in accordance with the Agreement.
3.2 Subject to the Agreement, Ampotech hereby grants to the Customer a non-exclusive, nontransferable, and non-sublicensable right to use the Products during the Subscription Term solely for the Customer’s internal business operations and in accordance with the Documentation and the Agreement.
Restrictions
3.3 In relation to the Customer’s use of the Products:
(a) the Customer shall not (and shall ensure that third parties do not) access, store, distribute, introduce, or transmit:
(i) any Virus or Vulnerabilities into Ampotech’s Products or its networks and information systems; or
(ii) any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive, that facilitates illegal activity, or is otherwise illegal or causes damage or injury to any person or property; and
(b) the Customer shall not:
(i) damage, destroy, remove, or otherwise render the Hardware to be inoperable;
(ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Products, in any form or media or by any means;
(iii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Products;
(iv) access all or any part of the Products in order to build a product or service which competes with the Products;
(v) use the Products to provide services to third parties;
(vi) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products available to any third party except the Authorised Users; or
(vii) attempt to obtain, or assist third parties in obtaining, access to the Products, other than as provided under this Clause 3.
3.4 The Customer shall defend, indemnify, and hold Ampotech and its Representatives harmless against any and all claims, actions, proceedings, and Losses suffered or incurred by Ampotech
and/or its Representatives arising out of or in connection with the Customer’s non-compliance with or breach of Clause 3.3.
3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, to promptly notify Ampotech and take steps as may be required by Ampotech to remedy and mitigate the effects of any unauthorised access or use.
Authorised Users
3.6 In relation to the Authorised Users:
(a) the Customer shall ensure that only Authorised Users shall be permitted to access or use the Products;
(b) the Customer’s access to, or use of, the Products may be limited to the number of users as specified in the Agreement’;
(c) the Customer shall ensure that each Authorised User keeps a secure and confidential password for their access to and use of the Products, and shall immediately inform Ampotech if the Customer becomes aware of any compromise of an Authorised User’s account or password;
(d) ensure that the Authorised User(s) use and access the Products in accordance with the terms of the Documentation, and comply with the Agreement; and
(e) the Customer shall be fully responsible for the Authorised User’s access to and use of the Products, and for any breach of the Agreement by an Authorised User.
3.7 Without prejudice to Ampotech’s other rights in these Terms, any Agreement, and applicable laws, Ampotech reserves the right, without liability to the Customer, to immediately suspend or terminate the Customer’s access to, or use of, any Product in the event of any breach of Clauses 3.3 to 3.6.
Hardware
3.8 During the Subscription Term, the Hardware shall remain the property of Ampotech and title in the Hardware shall be retained by Ampotech at all times, but the risk of loss or damage to the Hardware shall be borne solely by the Customer upon delivery of the Hardware to the Customer. For the avoidance of doubt, Ampotech shall not be liable for any loss or damage to Customer or any third party in relation to any loss or damage to the Hardware.
3.9 After the expiry of the Subscription Term, the Customer shall have the option to purchase the Hardware from Ampotech by giving prior written notice to Ampotech. Ampotech shall have the sole discretion to accept the purchase and/or impose such conditions on the purchase by the Customer as it reasonably deems fit. Title in the Hardware shall pass to the Customer, and the Hardware shall become the property of the Customer only upon full and satisfactory payment of the agreed fee for the Hardware as specified under the Purchase Order. For the avoidance of doubt, until such title has passed to the Customer, the Customer shall nonetheless continue to bear the risk of loss or damage to the Hardware.
3.10 In the event that Ampotech does not agree to the Customer’s purchase of the Hardware at the end of the Subscription Term, Clause 16.5(b) shall apply.
4.1 The Customer shall:
(a) provide Ampotech with all necessary co-operation or reasonable assistance in relation to the Agreement, including providing reasonable access to the Site(s) to allow Ampotech to audit or monitor the use of the Products;
(b)without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
(c) carry out all Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Ampotech may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Ampotech, its contractors, and agents to perform their obligations under the Agreement; and
(e) ensure that its infrastructure, network, and systems comply with the relevant specifications or requirements needed for the operation or function of the Products as may be provided by Ampotech from time to time.
5.1 Ampotech agrees to:
(a) deliver and install the Hardware at the Site(s); and
(b) carry out or provider any necessary Services or tests,
in accordance with these Terms, any Agreement, and applicable laws, and shall perform the foregoing with reasonable skill and care.
6.1 The Customer shall, at its own expense, prepare the Site(s) in accordance with the information and/or requirements that may be provided by Ampotech in advance of each Hardware delivery date as set out in the Purchase Order. In the event that the delivery and/or installation of the Hardware at the Site(s) fails due to the Customer’s failure to prepare the Site(s), this shall not be considered as a material breach by Ampotech, and Ampotech shall not be responsible for remedying any deficiency at the Site(s).
6.2 Ampotech will use its reasonable endeavours to complete the delivery and installation of the Hardware at the Site(s) in accordance with the Purchase Order.
6.3 If any delivery or installation is delayed at the request of the Customer, or because of the Customer’s acts or omissions:
(a) the Purchase Order and any payment milestones for the delivery and/or installation of the Hardware shall be adjusted accordingly to take into account such delay; and
(b) if Ampotech incurs additional costs as a result of the delay, Ampotech may, in its sole discretion, require the Customer to pay such reasonable additional costs.
7.1 Ampotech will provide a warranty period of one (1) year commencing from the date of successful installation of the Hardware at the Site(s) (“Warranty Period”).
7.2 During the Warranty Period, Ampotech will ensure that the Products will comply with and achieve the functionality and performance standards stipulated in the Agreement and/or Documentation (“Warranty Standards”). In the event that the Products do not comply with the Warranty Standards during the Warranty Period, the Customer shall notify Ampotech, and Ampotech will remedy the non-compliance in a timely manner with no additional cost to the Customer (“Warranty Services”).
7.3 The Warranty Services will be provided during Normal Business Hours and can be provided remotely or on-site at Ampotech’s discretion. The Warranty Services will be provided in accordance with the performance and/or service standards that Ampotech is required to comply with during the Warranty Period and the Maintenance and Support Services period to ensure minimal disruption to the Customer.
7.4 For the avoidance of doubt, there shall be no extension of the Warranty Period, or any right granted to the Customer to terminate the Agreement, for any failure by Ampotech to remedy the non-compliance to the Customer’s satisfaction.
8.1 Upon expiry of the Warranty Period and for the remainder of the Subscription Term, Ampotech will provide Maintenance and Support Services. In consideration of the performance of such services by Ampotech, the Customer shall, upon expiry of the Warranty Period and for the remainder of the Subscription Term, commence payment of the Maintenance and Support Services Fees.
8.2 Ampotech will provide the Maintenance and Support Services in accordance with the Documentation and the following:
(a) the Maintenance and Support Services will be provided during Normal Business Hours and can be provided remotely or on-site at Ampotech’s discretion;
(b) in the event that the Products fail to function properly or fail to meet any Service Levels (as stipulated in Documentation), the Customer shall report such failure to Ampotech by giving written notice; and
(c) upon receipt of such written notice from the Customer, Ampotech shall acknowledge receipt of the written notice and will repair or remedy the failure in accordance with the Service Levels, at no additional cost to the Customer.
8.3 In the event that the Products fail to meet the Service Levels, Ampotech shall credit the Customer’s account in accordance with the terms set out in the Agreement. A service credit shall not be payable unless the Customer requests for it within forty (40) days of the serviceaffecting event(s).
8.4 Ampotech shall use reasonable efforts to ensure the accurate migration of any data if required as part of the Maintenance and Support Services, but gives no warranties as to the completeness or accuracy of the migration. The Customer shall be solely responsible for checking the accuracy and completeness of the migrated data and shall promptly give sufficient details to Ampotech of any inaccuracies or omissions in order to permit Ampotech to correct them.
9.1 In the event that there is a need to configure, implement, and/or integrate Ampotech’s Software with any of the Customer’s systems or networks, such Services shall be set out in the Agreement.
10.1 In consideration of the Products delivered or provided by Ampotech, the Customer shall pay to Ampotech the Fees in accordance with the Agreement.
10.2 All invoices issued by Ampotech shall be due and payable within thirty (30) days after the date of the invoice.
10.3 If Ampotech has not received payment by the invoice due date, and without prejudice to any other rights and remedies of Ampotech:
(a) Ampotech may, on no less than ten (10) Business Days’ notice to the Customer and without liability to the Customer, suspend or terminate the Customer’s account(s) and the Customer’s access to or use of all or any part of the Products and Ampotech shall be under no obligation to provide any or all of the Products while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at a rate equal to 2% per annum, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.4 The Customer shall reimburse Ampotech for all reasonable travel expenses including, but not limited to, transportation and meal costs incurred by Ampotech in performance of the Services.
10.5 All amounts and Fees:
(a) shall be payable in Singapore dollars;
(b) are non-cancellable and non-refundable; and
(c) are exclusive of goods and services tax (GST), value added tax, or any other applicable taxes, which shall be added to Ampotech’s invoice(s) at the appropriate rate.
11.1 Ampotech:
(a) does not make any warranty (whether express, implied, statutory or otherwise) and expressly disclaims that:
(i) the Customer’s use of, or access to, the Products will be uninterrupted or errorfree during the Subscription Term;
(ii) that the Products, and/or the information obtained by the Customer through the use of or access to the Products, will meet the Customer’s requirements; and
(iii) the Products will be free from Vulnerabilities or Viruses; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and other systems that are not under Ampotech’s control, and the Customer acknowledges that the Products may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
11.2 Unless expressly provided in the Agreement, the Products are provided on an “as is” basis and all other warranties, representations, conditions and all other terms of any kind whatsoever (whether express, implied, statutory or otherwise), relating to the merchantability, fitness for a particular purpose and non-infringement of the Products, are to the fullest extent permitted by applicable laws excluded from the Agreement.
12.1 To the extent that Customer Data includes the Customer’s ‘personal data’ (as defined under the Singapore Personal Data Protection Act 2012) (“Customer Personal Data”), Ampotech will process such Customer Personal Data in accordance with Ampotech’s privacy policy (available at ‘https://www.ampotech.com/policy-privacy-center/security-privacy/’), as may be amended from time to time (“Ampotech Privacy Policy”).
12.2 Without prejudice to Ampotech’s Privacy Policy, Ampotech shall be entitled to collect, use, and process information relating to the use and/or performance of the Products (including data about the usage of the electricity collected by the Hardware) but excluding Customer Personal Data (“Product Data”).
12.3 In relation to the Product Data, the Customer agrees and acknowledges that Ampotech shall be entitled to use and process such Product Data for the purposes of (i) improving or enhancing the Products; and (ii) to recommend solutions or services that would reasonably be of value to, or in the interest of, the Customer, provided that Ampotech will not disclose the Product Data to any third party unless permitted by Ampotech’s Privacy Policy or with the Customer’s prior consent.
13.1 The provisions of this Clause 13 shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this Clause);
(b) was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;
(c) was rightfully received by the receiving Party from a third party having the right to disclose such information;
(d) the Parties agree in writing is not confidential or may be disclosed; or
(e) is independently developed by a Party without reference to or use of the other Party’s Confidential Information.
13.2 Each Party shall keep the other Party’s Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of performing its rights and obligations under or in connection with the Agreement (“Permitted Purpose”); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 13.
13.3 A Party may disclose the other Party’s Confidential Information only to those of its Representatives who have a need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this Clause 13.
13.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and the other Party is given a reasonable opportunity to take any steps to safeguard or restrict disclosure of such Confidential Information.
13.5 On termination or expiry of the Agreement, each Party shall:
(a) destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information;
(b) erase all the other Party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other Party that it has complied with the requirements of this Clause, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating, or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient Party.
13.6 Except as expressly stated in the Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.
13.7 The above provisions of this Clause 13 shall continue to apply for a period of three (3) years after termination or expiry of the Agreement.
14.1 No Party shall use, or permit any other person to use, the other Party’s name, trade names, logos, trademarks, or other symbols or source identifying devices, or combinations or variations thereof, in any public announcement, news release, advertisement, promotion, or marketing material without the prior written consent of the other Party, except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
15.1 The Customer acknowledges and agrees that Ampotech and/or its licensors own and retain all Intellectual Property Rights in the Products, including any modifications, enhancements, or improvements made to the Products by the Ampotech (whether or not made from the collection, use and processing of Product Data). Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of the Products.
15.2 If any of the Products supplied by Ampotech (including the Intellectual Property Rights used in connection with the foregoing) is alleged to infringe or has infringed any right or interest (including any Intellectual Property Right) of any third party, Ampotech shall, in its sole discretion, be entitled to:
(a) replace, in whole or in part, the infringing materials or portions of the Products with a non-infringing equivalent product;
(b) modify the Products such that there is no longer any infringement; or
(c) procure the right for the Customer to continue to use the Products without infringement.
In the event that Ampotech elects for any of the above options, the elected option shall be the Customer’s sole and exclusive remedy for any Intellectual Property Rights infringement by the Products. Without prejudice to the foregoing, in the event that Ampotech determines that none of the above options are commercially practicable, Ampotech shall be entitled to terminate the Agreement by notice to the Customer and will refund to the Customer the applicable pro-rated Fees for the remaining Subscription Term after the effective date of termination.
16.1 The Agreement shall, unless terminated earlier in accordance with the Agreement, commence on the Effective Date and shall continue for the duration of the Subscription Term.
16.2 Ampotech may terminate the Agreement at any time by giving written notice of not less than thirty (30) days to the Customer.
16.3 Without affecting any other termination right available to it under the Agreement or at law, Ampotech may, without liability, terminate the Agreement with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under a Purchase Order on the due date for payment and the amount remains in default not less than thirty (30) days after being notified in writing to make such payment;
(b) the Customer commits a material breach of any provision in the Agreement that is not capable of remedy;
(c) the Customer commits a material breach of any provision in the Agreement and if such breach is capable of remedy, fails to remedy the breach within a period of thirty (30) days after being notified by Ampotech to do so;
(d) the Customer has breached Clause 13 (Confidentiality) of these Terms;
(e) there is a data security or cybersecurity incident affecting Ampotech and/or its systems or platforms that is caused (or which Ampotech reasonably suspects is caused) by the Customer, or that otherwise affects the continuity of the Products to be provided by Ampotech;
(f) to the extent permitted by applicable law, a voluntary arrangement is approved, or an administration order is made, or a receiver or administrator is appointed over any of the Customer’s asserts, or a resolution or petition to wind up the Customer is passed or presented (other than for the purposes of amalgamation or reconstruction), or if the Customer suspends payment of its debts or becomes unable to pay its debts, or if any circumstances which entitle the court or a creditor to appoint a receiver, administrator or to make a winding up order;
(g) there is any change in the legal or beneficial ownership, directly or indirectly, of 50% or more of the issued capital or voting rights of the Customer, or equivalent right under contract, or otherwise to control or cause the direction of management of the Customer; or
(h) if at any time, it is illegal for the Customer to perform any obligations under the Agreement for any reason.
16.4 The Customer may terminate the Agreement by giving at least thirty (30) days’ prior written notice to Ampotech only if Ampotech commits three (3) material breaches of the Agreement within any two (2) months, and where such material breaches are continuing and have not been cured or remedied by Ampotech.
16.5 On termination or expiry of the Agreement for any reason:
(a) all licences granted under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Products;
(b) the Customer shall immediately return in good condition and make no further use of any Hardware, equipment and other items (and all copies of them) belonging to Ampotech;
(c) Ampotech may destroy or otherwise dispose of any of the Customer Data in its possession unless Ampotech receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Where reasonably practicable, Ampotech shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Ampotech in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
16.6 On the expiry of the Agreement, Clauses 12, 13, 14, 15, 17, 18, 30, 31 of these Terms and any other Clause under the Agreement which expressly or by implication is to survive termination or expiry, will survive as such.
17.1 The Customer shall defend, indemnify and hold Ampotech and its Representatives harmless against any and all claims, actions, proceedings and Losses arising out of or in connection with the (i) Customer’s use of the Products; or (ii) any breach of confidentiality obligations owed by the Customer to Ampotech, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) if requested by the Customer, Ampotech provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s sole expense; and
(c) Ampotech may allow the Customer to defend or settle the claim.
18.1 Nothing in the Agreement excludes the liability of either Party:
(a) to the extent that it cannot be legally limited or excluded by applicable law;
(b) for death or personal injury arising out of negligence; or
(c) for Losses suffered arising out of the other Party’s fraud or fraudulent misrepresentation.
18.2 Subject to Clause 18.1:
(a) Ampotech shall have no liability for any loss of profits, loss of contract, business or opportunity, loss of anticipated savings, loss of goodwill, loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential Losses of any kind whatsoever, whether or not reasonably foreseeable or actually foreseen by the Parties at the time of entering into the Agreement; and
(b) Ampotech’s total aggregate liability to the Customer for any and all claims, actions, proceedings and Losses arising out of or in connection with the Agreement shall not exceed one (1) times the total aggregate Fees paid and payable by the Customer to Ampotech under the Purchase Order.
18.3 References to liability in this Clause 18 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.
18.4 Nothing in these Terms excludes or limits the liability of the Customer for any breach, infringement or misappropriation of Ampotech’s Intellectual Property Rights.
19.1 Each Party shall inform the other Party as soon as reasonably practicable of the occurrence of a Force Majeure Event affecting the performance of the Agreement. Neither Party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations under the Agreement due to a Force Majeure Event so long as the Party resumes performance as soon as practicable after the reason preventing or delaying performance no longer exists. The time for performance of such obligations shall be extended accordingly.
19.2 If, due to a Force Majeure Event, the period of delay or non-performance continues for a continuous period exceeding one hundred and twenty (120) days after the notification in Clause 19.1, the non-affected Party may terminate the Agreement by giving at least ten (10) days’ written notice to the affected Party.
20.1 No variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
21.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
21.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
22.1 Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by applicable law.
23.1 If any provision (or part thereof) of the Agreement is found or becomes invalid, illegal or unenforceable by any court, tribunal or other administrative body, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement which shall remain in full force.
24.1 The Agreement (incorporating these Terms), along with any Documentation or any other agreement made between Ampotech and the Customer in relation to the Customer’s purchase or use of the Products, constitute the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
24.2 Each Party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement.
25.1 The Customer shall not, without the prior written consent of Ampotech, assign, transfer, novate, charge, subcontract, delegate, declare a trust over or otherwise deal in any other manner with any of its rights and obligations under the Agreement.
25.2 Ampotech may at any time assign, transfer, novate, charge, subcontract, delegate, declare a trust over or otherwise deal in any other manner with any or all of its rights and obligations under the Agreement.
26.1 Nothing in the Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
27.1 Unless otherwise expressly stated, a person who is not a party to the Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any terms contained in the Agreement.
28.1 The Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute one and the same instrument.
28.2 Transmission of an executed counterpart of the Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of the Agreement. If this method of transmission is adopted, without prejudice to the validity of the Agreement thus made, each Party shall on request provide the other with the “wet ink” hard copy originals of their counterpart.
29.1 Any notice given to a Party under or in connection with the Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the addresses (or an address substituted in writing by the Party to be served) specified in the Agreement.
29.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside the Normal Business Hours in the place of receipt, when Normal Business Hours resume.
29.3 This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
30.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter, interpretation, or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of Singapore.
31.1 The courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter, interpretation or formation (including non-contractual disputes or claims).
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