General Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, the following capitalized terms shall have the meanings ascribed to them below.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

• Headings are for convenience only and do not affect interpretation.
• Words importing the singular include the plural and vice versa.
• A reference to any statute or regulation includes any amendment or re-enactment of it.
• The term "including" means "including without limitation."

2. Scope and Precedence

2.1 Scope of Agreement

These General Terms and Conditions form an integral and legally binding part of the Agreement and apply to all Services provided by Evernet to the Client. No other terms or conditions, such as those that may appear on a purchase order or other document issued by the Client, shall be binding on Evernet unless expressly agreed to in writing.

2.2 Order of Precedence

In the event of any direct conflict or inconsistency between the component documents of the Agreement, the following order of precedence shall apply for interpretation:

1. The Service Order
2. The Service Schedules (Schedule A, Schedule B)
3. The main body of the Managed Service Agreement
4. The Appendices to the MSA
5. These General Terms and Conditions (Exhibit A)

3. Warranties and Disclaimers

3.1 Evernet's Warranties

Evernet warrants that:

• it has the full power and authority to enter into this Agreement and perform its obligations hereunder;
• it will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards; and
• it will comply with all applicable Singapore laws and regulations in the performance of its duties.

3.2 Client's Warranties

The Client warrants that:

• it has the full power and authority to enter into this Agreement; and
• it owns or has obtained all necessary rights, licenses, and consents to the data, software, and other materials it provides to Evernet or asks Evernet to manage for the purpose of receiving the Services.

3.3 Disclaimers

Except for the express warranties stated in Section 3.1, Evernet disclaims all other warranties, whether express, implied, or statutory. Evernet does not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected. This disclaimer applies to the fullest extent permitted by Singapore law.

4. Intellectual Property

4.1 Client Intellectual Property

The Client shall retain all right, title, and interest in and to its own pre-existing data, Confidential Information, and any other materials or intellectual property owned by the Client ("Client Materials"). The Client grants Evernet a limited, non-exclusive licence to use the Client Materials solely for the purpose of providing the Services.

4.2 Evernet Intellectual Property

Evernet shall retain all right, title, and interest in and to its software, tools, scripts, documentation, methodologies, and any other materials or intellectual property owned or developed by Evernet ("Evernet Materials"), including any improvements or modifications made during the course of providing Services.

4.3 Licence to Client

Evernet grants the Client a limited, non-exclusive, non-transferable, and revocable licence to use the Evernet Materials solely for the purpose of receiving the Services during the term of the applicable Service Order.

5. Confidentiality

5.1 Confidential Information

Each party ("Receiving Party") acknowledges that it may be exposed to or acquire non-public information of the other party ("Disclosing Party") that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations

The Receiving Party shall:

• use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;
• hold the Confidential Information in strict confidence and take all reasonable precautions to protect it; and
• not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, and subcontractors who have a business need to know and are bound by obligations of confidentiality no less protective than those herein.

5.3 Exceptions

The obligations in Section 5.2 will not apply to any information that the Receiving Party can demonstrate:

• is or becomes publicly known through no wrongful act of the Receiving Party;
• was in the Receiving Party's lawful possession prior to the time of disclosure by the Disclosing Party; or
• was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

5.4 Required Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy.

5.5 Return of Information

Upon the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all materials in its possession containing Confidential Information.

5.6 Duration

The obligations of confidentiality set forth in this section shall survive the termination or expiration of this Agreement for a period of five (5) years.

6. Data Protection

6.1 Compliance and Roles

Both Parties shall at all times comply with their respective obligations under the Singapore Personal Data Protection Act 2012 ("PDPA"). For the purposes of this Agreement and in relation to any Personal Data processed in connection with the Services, the Client shall be the Data Controller and Evernet shall be the Data Intermediary (as defined under the PDPA).

6.2 Evernet's Obligations as Data Intermediary

As a Data Intermediary, Evernet shall:

• Process Personal Data only on the documented lawful instructions of the Client for the purpose of providing the Services.
• Implement and maintain appropriate administrative, physical, and technical security arrangements to protect Personal Data against unauthorised access, collection, use, disclosure, or similar risks.
• Ensure that any personnel authorized to process the Personal Data are bound by a duty of confidentiality.
• Provide reasonable assistance to the Client, at the Client's expense, in responding to requests from data subjects exercising their rights under the PDPA.
• Not transfer any Personal Data outside of Singapore without the Client's prior written consent and ensuring that any such transfer complies with the requirements of the PDPA.

6.3 Client's Obligations as Data Controller

The Client warrants that it has obtained all necessary consents and has a lawful basis for the collection, use, and disclosure of all Personal Data provided to Evernet, and that its instructions to Evernet shall at all times be in compliance with the PDPA.

6.4 Data Breach

In the event of a data breach affecting the Client's Personal Data that is in Evernet's possession or under its control, Evernet shall notify the Client without undue delay, upon determining that a data breach has occurred, and shall provide reasonable cooperation and assistance to the Client in responding to the breach.

6.5 Sub-Processors

The Client provides a general authorization for Evernet to engage third-party sub-processors as necessary to provide the Services. Evernet shall ensure that any sub-processor is bound by data protection obligations no less protective than those set out in this Agreement.

6.6 Client's Security Responsibilities

The Client is solely responsible for the content of its data and for ensuring its users comply with all applicable security policies. The Client shall not use the Services to store or transmit any illegal content.

6.7 Cybersecurity Act Compliance

If the Client's systems are designated as Critical Information Infrastructure (CII) under the Cybersecurity Act 2018, the Client shall promptly notify Evernet of such designation. Both Parties agree to cooperate in good faith to ensure that the Services are delivered in compliance with any additional obligations arising from such designation.

7. Indemnification

7.1 Indemnification by Evernet

Evernet shall indemnify, defend, and hold harmless the Client from and against any third-party claims, losses, and expenses (including reasonable legal fees) arising from a claim that the "Evernet Materials" infringe a third party's Intellectual Property rights in Singapore.

7.2 Indemnification by Client

The Client shall indemnify, defend, and hold harmless Evernet from and against any third-party claims, losses, and expenses (including reasonable legal fees) arising from: (a) a claim that the "Client Materials" infringe a third party's Intellectual Property rights; or (b) the Client's use of the Services in a manner that violates this Agreement or applicable law.

7.3 Procedure

The party seeking indemnification ("Indemnified Party") shall provide the other party ("Indemnifying Party") with prompt written notice of any claim. The Indemnifying Party shall have the right to assume sole control of the defence and settlement of the claim at its own expense.

8. Limitation of Liability

8.1 Purpose

This Section 8 allocates the risks under this Agreement between the Parties. This allocation is recognized by both Parties and is reflected in the Fees.

8.2 Exclusion of Indirect Damages

In no event shall either party be liable to the other for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or in connection with this agreement, regardless of the cause of action or the theory of liability.

8.3 Cap on Direct Damages

Except for the liabilities expressly excluded in Section 8.4, the total aggregate liability of Evernet for any and all claims arising from or related to this agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the client to Evernet under the relevant service order during the twelve (12) month period immediately preceding the date on which the claim arose.

8.4 Exclusions from Limitations

Nothing in this Section 8 shall limit or exclude a Party's liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation; or
• its indemnification obligations under Section 7.

9. Insurance

Evernet shall procure and maintain, at its own expense and throughout the term of the Agreement, the following insurance policies with reputable insurers:

• Commercial General Liability insurance with a limit of not less than S$500,000 in the aggregate.
• Professional Indemnity (Technology Errors & Omissions) insurance with a limit of not less than S$500,000 in the aggregate.
• Cyber Liability insurance with a limit of not less than S$500,000 in the aggregate.

Upon the Client's reasonable written request, Evernet will provide a certificate of insurance as evidence of such coverage.

10. Non-Solicitation

10.1 Non-Solicitation Covenant

During the term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall directly or indirectly solicit for employment, hire, or engage as an independent contractor any employee of the other Party who was involved in the delivery or receipt of Services under this Agreement without the prior written consent of the other Party.

10.2 Liquidated Damages

The Parties acknowledge that a breach of Section 10.1 would cause significant harm and that the actual damages would be difficult to ascertain. Therefore, in the event of a breach, the breaching Party shall pay the other Party liquidated damages equal to twelve (12) months of the solicited individual's gross remuneration.

11. General Provisions

11.1 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to a Force Majeure Event. The affected Party shall notify the other Party in writing as soon as reasonably practicable and use reasonable efforts to mitigate the impact.

11.2 Notices

All notices, requests, and other communications under this Agreement must be in writing and shall be deemed to have been duly given: (a) when delivered by hand or by courier to the address specified below; or (b) on the next Business Day after being sent by email to the address specified below.

11.3 Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

11.4 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the Republic of Singapore. In the event of any dispute, the Parties shall first attempt to resolve it through good-faith negotiations between senior management. If the dispute cannot be resolved within thirty (30) days of the first written notice, either Party may submit the dispute to the exclusive jurisdiction of the courts of Singapore.

11.5 Entire Agreement and Variation

This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written communications, proposals, and representations with respect to its subject matter. Any variation or amendment must be agreed to in writing and signed by an authorized representative of each Party.

11.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

11.7 No Waiver

The failure of either Party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision for the future.