1. Definitions – These Terms and Conditions, unless the context requires otherwise, the following expressions shall have the following meanings:
    • Agreement: the agreement between the parties for the provision of Services which is subject to the terms and conditions set out herein;
    • Fees: has the meaning set out in the Insertion Order;
    • Thinklogic: Thinklogic Pte Ltd , registered in Singapore under Reg. number 201526672N;
    • Leads: The contact details of individuals/companies who agree to receive communication from client;
    • Insertion Order: the document signed by the parties hereto setting out the principal commercial terms of the Agreement;
    • Customer: has the meaning set out in the Insertion Order;
    • Services: those services set out in the Order Form attached hereto;
  2. General – These Terms and Conditions shall apply to and form part of the services agreement concluded between the parties for the provision of Services.
  3. Provision of Leads
    1. Thinklogic Pte Ltd shall provide the Customer the agreed number of Leads, the first such Leads to be received in accordance with the date specified in the Insertion Order in such format as is agreed between the parties;
    2. Risk in the storage media embodying the Leads shall remain with the Customer throughout the Term. If any part of the media shall be lost, destroyed or damaged the Customer shall at the request of Thinklogic Pte Ltd replace the same forthwith (embodying the relevant part of the Leads) subject to Thinklogic Pte Ltd paying the Customer’s reasonable costs incurred in providing such replacement.
    3. The Customer agrees to treat as secret and confidential and not at any time for any reason disclose or allow disclosure to any person or otherwise make use of or permit to be made use of the confidential information or any other information whatsoever (whether contained in the Leads or otherwise) which has or may have come to the its knowledge in the provision of the Services save where such information is in the public domain, other than through the default of the Customer. For the avoidance of doubt, the Leads shall not be treated as Confidential Information except insofar as Thinklogic Pte Ltd advises the Customer otherwise from time to time.
  4. Consideration
    1. In return for the provision of the Services, the Customer shall pay Thinklogic Pte Ltd the Fees (plus any applicable VAT) on signature hereof without deduction or set-off.
    2. Balance due must be paid following the agreed payment timeline; otherwise, 5% late payment surcharge will be applied.
  5. Warranties – The parties warrant that each has the authority to enter into this Agreement.
  6. Termination
    1. Either party may terminate this Agreement with immediate effect by giving notice in writing if:(a) the other party commits any material breach of this Agreement and (in the case of any breach capable of being remedied) shall have failed to remedy the breach within 14 days after receipt of a request in writing from the non-breaching party so to do (such request to contain a warning of the non-breaching party’s intention to terminate);(b) the other party becomes insolvent or otherwise unable to pay its debts as they fall due;
    2. The parties may terminate this Agreement by the provision of 14 days’ written notice at any time during the Term.
    3. The termination of this Agreement (irrespective of the circumstances) shall not affect any accrued rights of either party, nor shall it affect the coming into force or the continuation of any provision that is expressly or by implication intended to come into or continue in force on or after such termination.
  7. General
    1. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.
    2. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such rights.
    3. The terms set out herein constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any prior agreement between the parties relating to such subject matter. The Service Provider shall have no remedy, and Thinklogic Pte Ltd shall have no liability, in respect of any statement (including any untrue statement), whether written or oral, made to it upon which it relied in entering into this Agreement unless such statement was an untrue statement made by Thinklogic Pte Ltd:(a) knowing that it was untrue; or(b) as to a fundamental matter, including a matter fundamental to the maker’s ability to perform its obligations under this Agreement.
    4. This Agreement shall be governed by, and construed in accordance with the laws of Singapore, the courts of which shall have exclusive jurisdiction in connection with any disputes arising in connection with its terms and formation (including non-contractual obligations).