1.1 Tuas Power appoints the Merchant and the Merchant accepts such appointment and undertakes to perform and discharge, the following obligations, functions and duties, as more particularly set out below (“Services”): –
(i) to honour the promotions to customers of Tuas Power (“TPS Customers”) on the T+ Privilege Portal with effect from Effective Date until such time the Agreement is terminated in accordance with the terms herein (“Partnership Period”);
(ii) to conduct and offer promotions to TPS Customers according to the terms of the Agreement during the Partnership Period. The details, periods and terms and conditions of the said promotions offered by the Merchant can be found at Agreement herein and hereinafter shall collectively be known as “Promotions” and each a “Promotion”;
(iii) to allow Tuas Power to promote, market and display the Promotions on the T+ Privilege Portal; and
(iv) do all other things necessary or ancillary thereto as may be required by Tuas Power from time to time.
2.1 The Joint Marketing Agreement (“Agreement”) shall commence on the Effective Date for a period as mutually agreed by Parties. Upon expiry of the Partnership Period, the Agreement may be extended on the same terms and conditions herein provided that written confirmation of such extension (“Extended Term) is provided by Tuas Power prior to the expiry date of the Partnership Period. In the event that Tuas Power does not issue any written confirmation, the Agreement shall terminate on the day following the last day of the Partnership Period.
3.1 Tuas Power undertakes, and will ensure that:
(a) the Promotions as provided from time to time by the Merchant shall be continuously displayed on the T+ Privilege Portal, Facebook or its electronic newsletters (collectively referred to as “Platforms”) throughout the Partnership Period;
(b) the Promotions shall only be displayed on the Platforms with prior written confirmation and approval by the Merchant. Tuas Power, however, reserves its right to object to any Promotion provided by the Merchant at its sole and absolution discretion; and
(c) Tuas Power may by written notice to the Merchant revise any term of the Agreement so as to conform to or comply with any direction or request by the Energy Market Authority
3.2 The Merchant undertakes, and will ensure that:
(a) the Merchant shall comply with any IT protocol or other software required by Tuas Power in order to display the Promotions on the Platforms; and
(b) the Merchant shall ensure that it and its directors, employees, agents, representatives and staff (“Representatives”) shall comply with and observe, all applicable laws, regulation and codes including but not limited to the advertising rules. In addition, the Merchant and its Representatives shall also comply with all strategies, guidelines, rules, processes and instructions which may be provided by Tuas Power from time to time in connection with the Promotions under the Agreement; and
(d) To do all things necessary and ancillary thereto as may be required by Tuas Power from time to time.
3.3 Accurate Representation
(a) The Merchant undertakes, and will ensure that its Representatives undertake, that all information and statements which they furnish or make or which is communicated on the Platform to any Tuas Power’s customers shall be accurate (whether oral or in writing);
(b) The Merchant agrees that it shall indemnify and hold Tuas Power harmless against all liability, loss, damage, claim or expense (including but not limited to, solicitors fees) that Tuas Power may sustain or incur by reason of any misrepresentation or breach of the Agreement by the Merchant and its Representatives.
3.4 Confidential Information
(a) All data, facts and information, which the Merchant and its Representatives may come to know or to which they may be privy by reason of the Agreement or anything done pursuant thereto (“Confidential Information”) shall be treated as confidential and the Merchant undertakes, and will ensure that the Representatives undertakes, that the Confidential Information shall be kept confidential at all times and shall not be disclosed at any time, in whole or in part, to any person or used for any purpose other than strictly for the performance of the Merchant’s obligations hereunder, that they shall take all necessary action to protect the Confidential Information against misuse, loss, destruction, deletion and alteration and shall limit access to the Confidential Information to only such of the Representatives as need to know the same to fulfill the Merchant’s obligations.
(b) The Merchant hereby unconditionally undertakes, and shall ensure not to disclose or publish the existence or the terms or conditions of the Agreement to any third party unless such disclosure or publication is strictly required by law.
(c) This Clause 3.4 shall survive the termination or expiration of the Agreement.
3.5 Use of Name or Logo of Tuas Power
(a) The Merchant agrees that it shall not use Tuas Power’s name and/or logo (“Logo”) in any manner, unless such proposed usage shall be approved in writing by Tuas Power. The Merchant agrees that nothing in the Agreement shall give the Merchant for itself any rights, title, or interest in and to the Logo other than the right to use the Logo in accordance with the Agreement and with the prior written consent of Tuas Power.
(b) The Merchant agrees, at its expense, to defend, indemnify and hold Tuas Power harmless from any and all third-party claims, demands, causes of action, liability for losses, damages and costs (including solicitors’ fees) arising out of the use or misuse of the Logo.
(c) The Merchant shall ensure that all advertising and publicity materials or any other publication relating to or associated with Tuas Power in connection with the performance of the Agreement shall comply with all applicable law and Tuas Power’s requirements.
3.6 Use of Name or Logo of Merchant
(a) The Merchant hereby grants Tuas Power a non-exclusive and non-transferable right and license to use the Merchant’s name and/or logo (“Merchant’s Logo”) only for the purpose of marketing of the Promotions offered by the Merchant under the Agreement on the Platforms. Tuas Power agrees that nothing in the Agreement shall give Tuas Power any rights, title, or interest in and to the Merchant’s Logo other than the right to use the Merchant’s Logo in accordance with the Agreement.
(b) The rights to use the Merchant’s Logo in accordance with the Agreement shall commence on the date of the Agreement and shall cease on the termination or expiration of the Agreement.
4.1 Tuas Power will not be liable for any claims, costs, injuries, losses or damages of any kind incurred by any TPS Customer arising out of or in connection with the Promotion.
4.2 Under no circumstances shall Tuas Power be liable for the quality, merchantability or the fitness of the goods and/or services offered by the Merchant under the Promotion. TPS Power therefore makes no representation or warranties of any kind whatsoever concerning to the Promotion and all matters related thereto.
5.1 Either party may terminate the Agreement at any time during the Partnership Period by giving the other party at least 14 (fourteen) calendar days’ prior written notice. However, if the Agreement is extended pursuant to Clause 2, then either party may terminate the Agreement during the Extended Term by giving 14 (fourteen) calendar days’ prior written notice to the other party.
5.2 Notwithstanding anything contained herein, the Agreement shall be terminated by Tuas Power with immediate effect, upon the occurrence of any of the following event:-
(i) upon the Merchant’s breach of any terms of the Agreement or failure to perform the Services in accordance with the terms of the Agreement;
(ii) the Merchant is the subject to any form of litigation;
(iii) the Merchant becomes bankrupt or unable to pay its debts as they fall due; or
(iv) misrepresentation by the Merchant or its Representatives.
6.1 The Merchant shall comply with the Personal Data Protection Act (“PDPA”) and the Merchant will take such action to ensure that Tuas Power complies with the PDPA. Without limiting the foregoing, Merchant shall:
(i) process all and any personal data (“Personal Data”) given by Tuas Power, Tuas Customers or on behalf of Tuas Power pursuant to the Services for the purposes of performing the Agreement only;
(ii) at all times comply with the PDPA, including:
(a) implementing appropriate security measures to protect Personal Data against unauthorised or unlawful processing, access, collection, use, disclosure, copying, modification, disposal or similar risks, and against accidental loss, destruction, damage, alteration or disclosure;
(b) complying with any regulations, codes, practices, procedures, processes or requirements as may be required by Tuas Power in connection with its compliance of the PDPA and its company policies; and
(c) ceasing retention of all documents and materials which contain Personal Data, or remove the means by which Personal Data can be associated with particular individuals, as soon as the Personal Data is no longer required for the purposes of performing the Services; and
(d) obtaining prior written consent from Tuas Power before transferring any Personal Data outside of Singapore, or to any third parties.
6.2 The Merchant, for itself and on behalf of its employees, its contractors and agents and their respective employees (collectively “Representatives”), consents to the collection, usage, storage, process and disclosure by Tuas Power of any Personal Data relating to the Merchant or its Representatives for the purpose of the Agreement.
6.3 The Merchant shall indemnify Tuas Power and its officers, employees and agents, against all actions, claims, demands, losses, damages, statutory penalties, expenses and cost (including legal costs on an indemnity basis), in respect of:
(a) The Merchant’s breach of Clause 6.1; or
(b) any act, omission or negligence of the Merchant or its subcontractor that causes or results in Tuas Power being in breach of the PDPA.
7.1 Tuas Power shall be entitled to determine the appointment of the Merchant under the Agreement and to recover from the Merchant the amount of any loss suffered or incurred, if the Merchant shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation the performance of the obligations under the Agreement, or if the like acts shall have been done by any person employed by the Merchant or acting on its behalf (whether with or without the knowledge of the Merchant), the Merchant or any person employed by him or acting on his behalf shall have committed any offence under the Penal Code or under the Prevention of Corruption Act or shall have abetted or attempted to commit such an offence or shall have given any fee or reward the receipt of which is an offence under the Penal Code or the Prevention of Corruption Act.
8.1 The Agreement and the schedules hereto embody and set forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements understandings or arrangements relating to the subject matter of the Agreement.
8.2 For avoidance of doubt, clause headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of the Agreement or of any clause.
8.3 The Agreement and all disputes arising out hereof shall be governed by and construed in all respects in accordance with the laws of Singapore and parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts in Singapore.
8.4 The Merchant shall not assign, transfer or delegate to any person any of its rights or obligations under the Agreement or any part thereof without the prior written consent of Tuas Power.
8.5 For the purpose of the Agreement, the parties hereto are independent contractors and nothing contained in the Agreement is intended to place them in the relationship of principal and Merchant or employee and employer.
8.6 Neither Party, its agents or employees shall, under any circumstances, be considered to be an agent, partner, joint venture or representative of the other Party, or anything other than an independent contractor for all purposes of the Agreement.
8.7 If applicable, Parties understand that the Agreement is not an exclusive arrangement and agree that they are free to enter into other similar agreements with other parties.
8.8 All notices required to be sent by either party pursuant hereto shall be in writing sent to the respective address set forth above, provided that either party may change its address by written notice in accordance hereof. Any such notice, demand, or communication delivered or sent shall be deemed to have duly served on the party to which it is addressed if left at its address or given if posted by registered post on the third business day after the date it was posted.
8.9 A person who is not a party to the Agreement shall not have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any terms of the Agreement.
8.10 If either party is affected by a force majeure event beyond its reasonable control, it shall be released from its obligations hereunder during the existence of such event. The affected party shall be excused from the performance of its obligations to the extent to which they are affected by the circumstances of the force majeure event and for the period during which those circumstances exist. The party affected by an event described in Clause 8.10 shall promptly upon learning of such event and ascertaining that it has or will affect its performance hereunder, give notice to the other party, stating the nature of the event, its anticipated duration and any action being taken to avoid or minimize its effect. Nothing in Clause 8.10 shall relieve any party of its obligations which have accrued at the date of such notice.