Terms and Conditions

1 TERMS & TERMINATION

“Phronesis Partners Pte. Ltd” here by referred as “Phronesis” and “<<client name>>” hereby referred to as “Client” and both referred to as “Parties”.

This Agreement shall come into effect from the Date of Project commissioning and shall govern and continue to be in effect till 90 days or completion of the Project, whichever is later (“Term”) unless terminated in accordance with this Agreement and can be extended in writing for a further period mutually agreed between the Parties. Upon termination of this Agreement, Phronesis shall invoice the Client higher of the amount (i) due in lieu of the notice period or (ii) due on a pro- rated basis for the actual Services performed hereunder, together with any purchases or additional expenses incurred by Phronesis which have been approved by the Client in writing. Other Terms and Conditions do not apply insofar as they deviate from or contradict the Terms and Conditions of this agreement.

2 FEES AND BILLING

The client will be billed 50% advance and 50% on Completion for Individual projects. Phronesis at its discretion may choose not to commission the project / services unless the advance payment is received by Phronesis. The fees will be exclusive of all applicable taxes and any tax withholdings, which shall, in each case, be payable by Client in addition to the Fees. Payment terms will be net 30 days from the receipt of invoice. Any discrepancy or objection to any invoice shall be highlighted by Client within 03 working days from receipt thereof, failing which the invoice will be deemed to be accepted. Any amounts not paid when due shall be subject to interest at 2.5% above USD base lending rate of Citi Bank N.A. In no event, shall Client offset any amounts due to Phronesis by any amounts owed to Client pursuant to this Agreement or otherwise.

As Phronesis incurs a significant cost upfront, any agreed discount for any study including any tracker/wave studies, is conditional on commissioning and completing the study or all the waves at given price. In case of an early termination, for whatsoever reason, at any time before completion of the study or all waves,  any discount that was passed on in the study or all earlier waves till the project termination date shall be reversed and the Client shall be obligated to pay back this.  

3 CONFIDENTIALITY

3.1 As used herein, Confidential Information (“CI”) shall mean all information disclosed by one Party to the other pursuant to this Agreement which would reasonably be assumed to be confidential given the nature of the information and the circumstances of its disclosure, including information regarding the business, products, proposed projects, customers, clients and suppliers of a Party, and the existence, terms and conditions of this Agreement.      

3.2 Notwithstanding the foregoing, CI shall not include information that (i) is now in or hereafter enters the public domain (other than as a result of a breach of this Agreement by the other Party); (ii) is in a Party’s possession prior to its receipt from the other Party; (iii) becomes known to a Party through a third party who has no duty of confidentiality to the other Party, (iv) is independently developed by a Party without reference to the other Party’s information, or (v) is required to be disclosed by applicable law, government order, rule or regulation (in which case the Party required to disclose such information will notify the other Party prior to disclosure and reasonably cooperate with such Party in attempting to limit disclosure to the extent permitted by law).  

3.3 Each Party agrees to hold all confidential information of the other Party in strict confidence, not to disclose it to third parties or use it in any way, commercially or otherwise, except in connection with the performance of its obligations and the exercise of its rights pursuant to this Agreement. Each Party further agrees to take all action reasonably necessary to protect the confidentiality of the other Party’s CI, and shall at least protect the other Party’s CI in the same manner in which it protects its own CI of similar sensitivity.  For the avoidance of doubt, Phronesis will be allowed to share Client’s CI with its employees, consultants, subcontractors and other parties who may be involved in the performance of the Services.

3.4 Within fifteen (15) days following the termination of this Agreement, at the request of the other Party, each Party will return or destroy any CI of the other Party that is in such Party’s possession or control, provided that the foregoing shall not require Client to return or destroy any deliverables.   

3.5 Parties acknowledge that any unauthorized disclosure or use of other Party’s CI would cause irreparable harm and significant injury to such other Party, the degree of which may be difficult to ascertain. Accordingly, the defaulting Party agrees that the other Party will have the right to seek an immediate injunction enjoining any breach of the covenants or conditions related to CI, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

4 REPRESENTATIONS, WARRANTIES AND COVENANTS: 

4.1 Performance of Services: Phronesis represents warrants and covenants that it will perform the Services in a timely, professional and workmanlike manner in compliance with the specifications as set forth hereinabove.

4.2 Compliance with Laws: Each Party represents and warrants to the other that it shall at all time during the Term of this Agreement comply with any and all applicable laws, rules and regulations of the applicable jurisdiction. As an ISO 20252 certified organization, Phronesis adheres to and comply with relevant laws, professionals and ethical codes.

4.3 Non-Infringement: Each Party represents and warrants to the other that any documents, information, reports or any other material including but not limited to the Services and any deliverables or other materials of whatsoever nature delivered or provided to the other Party pursuant to this Agreement will not violate the proprietary, contractual, trade secret, trademark, copyright, patent or other intellectual property rights of any third Party.

4.4 Requisite Power: Each Party represents and warrants to the other that it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and that each Party has any approvals, authorizations or consents of any governmental or regulatory authority that are required to be obtained or made for the Party to enter into and perform its obligations under this Agreement. 

5 INDEPENDENT CONTRACTOR 

It is understood between the Parties that the relationship between them is that of independent contractors, and that nothing in this Agreement shall (or shall be deemed too) constitute either Party as a partner, agent or joint venture of the other Party, for any purpose whatsoever. Neither Party shall represent nor hold itself out to be a partner, agent or joint venture of the other Party. No employee of either Party shall under any circumstance be deemed to be an employee of the other Party.

6 TIMELY PERFORMANCE

Phronesis will use all reasonable efforts to complete the performance of the Services herein within the time-frame agreed. Phronesis reserves the right to engage other agencies/individuals for the performance of Services under this Agreement whereby the methodology used by such other agencies/individuals may not be the same as the methodology used by Phronesis. Phronesis project team can chose to use alternative methodology, and/or a combination of methodologies to execute the project at its discretion. Notwithstanding the foregoing, Phronesis shall not be liable for failures or delays in the performance of Services that arise from a force majeure event or causes beyond its control, including but not limited to non-performance/delay by the Client, its representatives, advisors or agents, of its obligations herein. 

7 OWNERSHIP OF INTELLECTUAL PROPERTY

Subject to Phronesis’ receipt of payment in full for Services rendered during the Term, Phronesis hereby grants to the Client an exclusive, non-sub licensable right and license to use the deliverable(s) created by Phronesis solely in connection with such Client’s business. 

Client acknowledges that Phronesis may use certain proprietary materials, including but not limited to techniques, tools, processes, inventions, technical data, research, trade secrets, database, ideas and concepts including any proposal developed by the Phronesis (“Phronesis’ Pre- existing IP”) in the performance of the Services. Phronesis shall retain all right, title, and interest to the Phronesis Pre- existing IP, including all rights to any patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein. Phronesis hereby grants to Client a non-exclusive, non-transferable, non-sub licensable right and license to use any Phronesis’ Pre- existing IP to the extent that such Phronesis Pre- existing IP are incorporated in, or necessary to interact, operate, or utilize, the deliverables. Phronesis reserves the right to use Client name and details of the study for its marketing purposes.  

8 LIMITATION OF LIABILITY

Neither Party shall be liable for any special, indirect, incidental, consequential or punitive damages, or damages for loss of profit, arising out of or in connection with this Agreement, regardless of the form of action and whether or not such Party has been informed of, or otherwise might have anticipated, the possibility of such damages. Under any circumstances, neither Party’s aggregate liability for any damages in connection with this Agreement will exceed the total amount of Fees paid by Client to Phronesis during the term of this Agreement.

9 DISCLAIMER OF WARRANTIES

Other than the warranties expressly stated herein or in the terms of Service, Phronesis disclaims all other warranties, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, arising by statute or otherwise in law or from a course of dealing or usage or trade. Client acknowledges that any opinion, or advice provided by Phronesis, whether formal or informal, written or oral, and whether stated in the deliverables or elsewhere is, unless stated otherwise, for use solely by the Client, and Phronesis accepts no responsibility or liability for any claims arising out of the use of such opinion, or advice by any third party to which Client has disclosed such information.

10 FORCE MAJEURE 

Neither Party shall be liable to the other for any delay in performance of failure to perform its obligations in accordance with this Agreement where such delay or failure is due to circumstances beyond its control and unknown to it at the date of this Agreement, such circumstances including but not restricted to fire, flood, explosion, war, terrorism, labor dispute, embargo, government requirement, legislative constraints, civil or military authority, natural disasters, or other similar types of situations (“Force Majeure Event”). If a force majeure event continues for a period of more than forty-five (45) days, either Party may terminate this Agreement by giving not less than seven (7) days written notice to the other Party.

11 NON SOLICITATION:

Client acknowledges that Phronesis’ business is dependent on maintaining a team of skilled personnel, and that such personnel will, during the course of their employment with Phronesis, have access to Phronesis’ valuable trade secrets. Accordingly, Client agrees that it will not solicit for employment or consultation, nor hire, any employee of Phronesis or any of its affiliates, who perform or have performed material services under this Agreement as follows:  (a) then current employees, during the Term and for twelve (12) months after the termination of the Agreement, or (b) former employees for twelve (12) months following the date on which the applicable employee was last employed by Phronesis. 

12 OTHER TERMS:

12.1 Phronesis expects the Client to send questions, concerns or any queries on any interim or final deliverable sent to the Client promptly and in no event later than seven days of receipt of such data, unless, the Client has expressly mentioned that they need some more time to review the data and in such a case a mutually agreed extended review time frame will be determined. It is expected that if Phronesis does not receive any comments, questions or concerns from the Client on the deliverable within seven days or such mutually agreed extended days for data review, as the case may be, it will be construed that delivery is complete from Phronesis side and the project value attributable to such deliverable shall become due and payable to Phronesis. Any questions, queries on concerns after this review period of seven days or such extended time as mutually agreed, shall be entertained at the sole discretion of Phronesis only.  

12.2 Phronesis conducts secondary research and/or speak with multiple people to collect the relevant information and provides the same to its Client. At no point, can Phronesis take liability for accuracy of the data provided. Client acknowledges and agrees that Phronesis will not provide any audio files and/or any contact details of people who have been contacted in this research to collect the information for this project Client shall not under any circumstances, directly or indirectly approach any of the people or any members whom Phronesis may speak/may have spoken during the course of services. Any breach of this provision, shall amount to a material breach of this Agreement by Client, and without prejudice to its any other rights, Phronesis shall be entitled to immediately terminate this Agreement or the relevant Proposal.        

12.3 For execution of the Service agreement, Phronesis may engage with external third parties, including but not limited, to samples, database, translations, survey programing and data processing services.     

12.4 Phronesis maintains an independent Data Quality function which periodically reviews the survey responses and advices the Project teams in case any changes and/or cleaning of responses are required      

12.5 Phronesis leverages the Phronesis Network to execute projects under this agreement. Phronesis network is a database of people, organizations and partners that Phronesis may have used in previous research engagements. 

12.6 Client will name Phronesis as a research partner in any publication related to this study.

13 GOVERNING LAW/ DISPUTE RESOLUTION    

13.1 Governing Law

The terms and conditions of this Agreement and performance hereunder shall be construed in accordance with laws of Singapore.        

13.2 Escalation

In case any dispute, controversy or claim arises out of or in connection with this Agreement, for the purposes of resolution of such dispute:

Either Party in good faith may refer to designated representative(s) of respective Parties. 

Each Party will appoint a designated representative(s) (if not appointed already) for this purpose and will inform the other Party through written correspondence of such appointment. Each Party shall give the other Party written notice if an alternative individual is appointed as its designated representative(s) during the term of this Agreement.

If the designated representative(s) are unable to resolve the dispute within fourteen (14) days of the dispute being referred to them, the dispute shall be referred to the Chief Operating Officer (or a similar authority) and such representative shall make good faith efforts to resolve the dispute within a reasonable time period. If the dispute is not resolved within thirty (30) days of the dispute being first referred to the designated representative(s) (or any longer period agreed in writing between the Parties), the dispute shall then be referred to Arbitration. 

13.3 Dispute Resolution / Arbitration

Any dispute arising out of, relating to, or in connection with, this Agreement, or the breach thereof, subject to resolution under this clause shall be referred to the arbitration by a sole arbitrator mutually appointed by both the Parties. The arbitration shall be held in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitration proceedings shall be held in Singapore and shall be conducted in the English language. The arbitration proceedings shall be concluded within ninety (90) days of its commencement. 

14 General Provisions     

14.1 No failure or delay on the part of any Party in exercising any right or remedy shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement.      

14.2 This Agreement is not assignable by either Party without the prior written consent of the other Party, provided that either Party shall be permitted to assign this Agreement in connection with a transfer of all or substantially all of its assets and performance by Phronesis subsidiaries and affiliates. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the Parties, their successors and assigns.     

14.3 All notices given hereunder shall be given by registered mail, return receipt requested, to the respective addresses set forth above, and shall be deemed effective ten (10) days after its mailing date, unless notice by another method is expressly permitted by this Agreement.     

14.4 If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.     

14.5 For purposes of this Agreement, (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa, (ii) except as expressly otherwise stated, the terms “hereof,” “herewith” and “herein,” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and (iii) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation.”    

14.6 This Agreement represents the entire agreement and understanding of the Parties and all prior or concurrent agreements, whether written or oral, in regard to the subject matter hereof are and have been merged herein and superseded hereby.    

14.7 This Agreement may be executed by the Parties in counterparts which may be delivered by facsimile transmission. Each counterpart when so executed and delivered shall be deemed an original, and all such counterparts together shall constitute one and the same instrument.

14.8 The Parties signing this Agreement represent that they are the authorized to sign this Agreement and agree to be bound by its terms.