TERMS AND CONDITIONS
1. Introduction
These Terms and Conditions (the "Agreement") govern the provision of consultancy services (the "Services") by Welsbach Holdings Pte. Ltd. ("Welsbach") to its clients ("Client"). By engaging Welsbach’s Services, the Client agrees to comply with and be bound by the terms set forth herein.
2. Services
Welsbach shall provide consultancy services related to logistics and supply chain design for critical materials, including analysis, strategy development, and operational recommendations as agreed upon in a separate engagement letter or statement of work ("Scope of Services").
3. Fees and Payment
3.1 Fees: Fees for the Services will be outlined in a mutually agreed-upon engagement letter or statement of work. Fees are subject to revision with notice if the Scope of Services changes.
3.2 Payment Terms: Payments are due within thirty (30) days of invoice issuance. Late payments may incur a late fee of 1.5% per month on the unpaid balance, or the maximum rate allowed by law, whichever is less.
3.3 Taxes: All fees exclude any applicable taxes. The Client is responsible for all applicable taxes related to the Services, excluding taxes on Welsbach’s income.
4. Client Responsibilities
4.1 Information and Cooperation: The Client agrees to provide all necessary information, data, and cooperation needed for Welsbach to deliver the Services effectively. Welsbach shall not be liable for delays or deficiencies in Services resulting from the Client’s failure to fulfill these obligations.
4.2 Compliance with Laws: The Client agrees to comply with all applicable laws, regulations, and guidelines relevant to the Services, including obtaining any necessary permits or approvals.
5. Confidentiality
5.1 Confidential Information: "Confidential Information" means all non-public information disclosed by one party to the other in relation to the Services. Each party agrees to keep all Confidential Information confidential and not to disclose it to any third party, except as required to fulfill its obligations under this Agreement.
5.2 Non-Disclosure and Use: Confidential Information shall only be used for the purpose of this Agreement and shall not be disclosed to any third party except with the disclosing party’s prior written consent.
5.3 Return of Information: Upon termination or completion of the Services, each party shall return or destroy the other’s Confidential Information as requested, subject to legal or regulatory record-keeping requirements.
6. Intellectual Property
6.1 Ownership: All intellectual property developed by Welsbach in the course of providing the Services ("Work Product") shall be owned by Welsbach unless explicitly transferred in writing. The Client is granted a non-exclusive, non-transferable license to use the Work Product solely for its internal business purposes.
6.2 License Restrictions: The Client agrees not to reproduce, modify, or create derivative works of the Work Product without prior written consent from Welsbach.
7. Limitation of Liability
7.1 Exclusion of Damages: Welsbach shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or data, arising out of or related to the Services.
7.2 Cap on Liability: Welsbach’s total liability for any claim arising under this Agreement shall not exceed the total fees paid by the Client for the Services during the six (6) months preceding the date of the claim.
8. Indemnity
The Client agrees to indemnify, defend, and hold harmless Welsbach, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, expenses, and costs, including reasonable attorney's fees, arising out of or related to (i) the Client’s use of the Services, (ii) any breach of this Agreement by the Client, or (iii) any violation of applicable laws or third-party rights by the Client.
9. Term and Termination
9.1 Term: This Agreement shall remain in effect until the completion of the Services or until terminated by either party in accordance with this section.
9.2 Termination for Convenience: Either party may terminate this Agreement by providing thirty (30) days' written notice.
9.3 Termination for Cause: Either party may terminate this Agreement immediately if the other party is in material breach and fails to remedy the breach within fifteen (15) days of receiving notice.
9.4 Effect of Termination: Upon termination, Welsbach shall cease all Services, and the Client shall pay for all Services rendered up to the termination date.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles.
11. Dispute Resolution and Arbitration
11.1 Negotiation: In the event of a dispute, the parties shall first attempt to resolve it through good-faith negotiations.
11.2 Arbitration: If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration in Singapore, in accordance with the rules of the Singapore International Arbitration Centre (SIAC). The arbitration shall be conducted in English, and the tribunal shall consist of one arbitrator.
11.3 Final and Binding: The arbitration award shall be final and binding on both parties and enforceable in any court of competent jurisdiction.
12. Miscellaneous Provisions
12.1 Entire Agreement* This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements or understandings.
12.2 Amendments: Any amendment to this Agreement must be in writing and signed by both parties.
12.3 Waiver: The waiver by either party of any breach shall not constitute a waiver of any subsequent breach.
12.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.5 Assignment: The Client may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Welsbach.
13. Notices
All notices required under this Agreement shall be sent to the addresses listed in the engagement letter or as otherwise notified in writing by the parties.
OCTOBER 2024