SFT Solutions || Terms And Conditions
Performance of Services:

SFT shall provide the Information Technology services set forth in the attached Professional Services Schedule (“Schedule”) and any subsequent schedules that are executed by the parties. Each Schedule shall contain the type of services to be provided and the related fees. SFT shall notify the client if fees are subject to change. Client agrees to pay for the actual services provided by SFT at the already specified rates for a certain specified period.


Fees & Payment:

Client agrees to pay all fees specified on each Schedule. Payments shall be made in Singapore Dollars/USD/GBP and will be due on Client’s receipt of the applicable invoice. Client shall be responsible for all taxes, withholdings, duties and levies arising from the services. If the client has failed to pay any invoice within 30 days of receipt, then SFT shall have all the rights to suspend the services. Customer needs to pay the invoice by himself; SFT does not take card details over the phone. Customer can make a bank transfer.


Terms of Agreement:

(a) The validity of these terms might vary according to the services taken after the Effective Date (DD/MM/YYYY) unless terminated earlier in accordance with the point (b) mentioned below. This Agreement shall renew itself for next consecutive period agreed for the services employed at the time of the signing of the agreement, staring from the date of expiration of the then-existing-agreement, unless one of the parties gives it in the written format 30 days earlier from the expiration date of the then-existing-agreement.


(b) Any of the both parties may terminate this Agreement (including any and all Schedules) at any time if the other party: (i) couldn’t cure any material breach or violation of this Agreement within the thirty (30) days after providing the written notice of such breach or (ii) stops the operation without providing a successor. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Sections 4(b) (Warranty Disclaimer), 5 (Liquidated Damages), 6 (Limitation of Liability), 7(Confidential and Proprietary Information) and 8-14 (general terms) shall survive any expiration or termination of this Agreement.

Limited Warranty:

(a) SFT warrants that all services will be executed professionally according to the generally applicable industry standards for a period of seven (7) days following the delivery (the “Warranty Period”). SFT’s sole liability (which is Client’s exclusive remedy) for any breach of this warranty shall be for SFT to re-perform any deficient services, or, if SFT is unable to remedy such deficiency within seven (7) days, to void the invoice for the deficient services. SFT shall have no commitment to a warranty claim: (i) if notified of such claim once the Warranty Period is over or (ii) if the claim is the result of third-party hardware or software, the inappropriate actions of the Client that are out of this agreement’s scope and general use of the services or some other party or is otherwise resulted by the factors outside the reasonable control of SFT.


(b) THIS SECTION 4 IS A LIMITED WARRANTY ONLY, AND SETS FORTH THE ONLY WARRANTIES MADE BY SFT. SFT MAKES NO OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE INSTALLED BY SFT. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD.

LIMITATION OF LIABILITY:

SFT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE CLIENT OR ANY THIRD PARTY INCURS), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF SFT HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH LIABILITIES. SFT IS NOT RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. IN NO EVENT WILL THE AMOUNT CLIENT MAY RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS MADE TO SFT BY CLIENT PURSUANT TO THIS AGREEMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SFT.


Assignment:

The client may not assign this agreement without the prior written consent of SFT but may be assigned by SFT (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of SFT’s assets. Any alleged assignment in infringement of this sector shall be annulled.


Disputes:

Governing Law; Arbitration: Law of Singapore law will preside over and put this Agreement into effect. Any lawsuit or settlement between Client and SFT will take place in any state court or federal court located within Singapore, Singapore. Client and SFT waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no parties of the either may bring up the action against the other, regardless of form, after one year of the cause of action. At the option of either Client or SFT, any disagreement arising from or with respect to this Agreement will be solved by arbitration by the Singapore International Arbitration Centre (under Singapore law) in the accordance with its Commercial rules. At the request of either party, proceedings may be done in confidentiality.

Complete Understanding:

Modification: This Agreement, including any and all Attachments and Schedules attached hereto, comprises the whole and inclusive acceptance, understanding and agreement between Client and SFT and takes over from all prior or contemporary negotiations, considerations or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, alteration or correction of any provision of this Agreement will be effective only if in writing and signed by both Client and SFT.

Waiver and Severability:

Waiver or failure by any of the parties to implement and exercise in any respect any right granted for in the Agreement will not be considered a waiver of any additional right under this Agreement. If any proviso of this Agreement is found by a court of skilled authority to be ineffective for any reason, the residue of this Agreement will still go on in complete power and effect.

Force Majeure:

None of the parties shall be responsible to the other for any holdup or malfunction (failure) to execute any obligation under this Agreement (except for a failure to pay fees) if the holdup or malfunction (failure) is due to unanticipated events that are past the rational control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, insofar as such an event averts or hinders the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

Notices and Reports:

Any notice or report, according to this agreement, shall be written to the notice address set forth below and shall be perceived already granted: (i) upon receiving if by personal delivery; (ii) upon receipt if sent by certified or registered Singapore mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.


Note: In this Agreement SFT stands for SFT Global E-services Pte Ltd.

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