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Terms & Conditions of the provision of services by AME ASIE.

The purpose of these Terms & Conditions is to set forth the general terms and conditions of the provision of services by AME ASIE PTE. LTD., a company incorporated under the laws of Singapore, having its registered office at 160 Robinson Road, #14-04 SBF Centre, Singapore 068914 (“AME”).

By entering into an Agreement with AME, you agree to be bound by these Terms & Conditions.

Notwithstanding anything herein to the contrary, in the event of any conflict between any of these Terms & Conditions and the terms of any Agreement, the Agreement shall prevail.

Preamble

AME is a French agency specialized in custom made products. It works with craftsmen in France and across Asia to offer its clients the most high-end corporate goods in relation to their brand’s image.

Definitions

“Addendum” means any addendum to these Terms & Conditions notified by AME to the Client, which is part of these Terms & Conditions.

“Affiliate” means in respect of either Party an entity either directly or indirectly Controlled by, Controlling or under common Control (as defined below) with such Party.

“Agreement” means any contract, or purchase order, or quotation entered into by and between AME and the Client under which AME will provide the Client with Services.

“AME Intellectual Property” means any Intellectual Property Rights which are owned by AME.

“Client” and “you” means any entity that enters into a service agreement, or any other commercial relationship, with AME in order to be provided with Services by AME.

“Client Intellectual Property” means any Intellectual Property Rights which are owned by the Client.

“Commencement Date” means the earlier of the date the Client accepts these Terms & Conditions or the entering into force into the Agreement between AME and the Client.

“Confidential Information” shall include, without limitation, all Intellectual Property Rights, technology, know-how, processes, trade secrets, contracts, proprietary information, historical and projected financial information, operating data and organizational cost structures, strategic or management plans, customer information and customer lists, whether received before or after the date hereof. Confidential Information shall also include information of or relating to any parent, subsidiary or Affiliate of each Party.

“Control” means direct or indirect ownership of greater than 50% of the equity interest in an entity.

“Creation Services” means the creation services provided by AME to the Client in accordance with the Agreement.

“Deposit” means, in relation to the Services, 70% of the Fees, unless otherwise agreed between the Parties in the Agreement.

“Intellectual Property Rights” means patents, trademarks, service marks, trade names, design rights, copyrights, data base rights, know-how, formulas, methods, methodologies, architectural plans, concepts, ideas, digital boards, technical drawings, artworks, and any other intellectual property rights or equivalent forms of protection of whatever nature arising anywhere in the world, whether registered or unregistered and including applications for the grant of any such rights, and any other legal protection, such as, but not exclusively, the protection granted through unfair competition legislation.

“Logistic Services” means the logistic services provided by AME to the Client in accordance with the Agreement.

“Party” or “Parties” refers to one or both parties to these Terms & Conditions.

“Products” means the goods that will be sold by AME to the Client in accordance with the Agreement.

“Project” means the project for which the Agreement was entered into, as described in the Agreement.

“Services” means the Creation Services, Logistic Services and Supplier Services provided by AME to the Client in accordance with the Agreement.

“Supplier Services” means the supplier services provided by AME to the Client in accordance with the Agreement.

“Terms and Conditions” means these terms and conditions together with its Addendum(s).

“Variation” means any amendment to the scope of the Services either by way of addition, alteration or variation.

Conditions of Services

The Services shall get started upon execution of the Agreement and the payment of the relevant Deposit.
The standard scope of the Services includes the number of product lines and minor adjustments agreed between the Parties in the Agreement, as well as one (1) standard prototype and, if the standard prototype does not meet the Client’s requirements, one (1) additional bespoke prototype based on the latter’s more specific requests.
AME shall do all commercially reasonable efforts to complete the Services within the dates provided in the Agreement. Completion and delivery dates are provided for information and are only indicative.
The Variations (i.e. amendments which are not included in the agreed scope of the Services) may be subject to additional Fees equal to an amount calculated by AME which shall be pre-agreed with the Client.
The Client also acknowledges that Variations may extend the duration and completion of the Services and hence the term of the Agreement and that such extension of the duration will be assessed and extended at the sole discretion of AME.
AME may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, however, that (i) AME shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to AME and (ii) AME shall in all cases remain primarily responsible for all of its obligations under the Agreement with respect to the scope of the Services.

Additionnal services

The Services to be provided by AME include two (2) rounds of work for the purpose of meeting the Client’s expectations. Any additional round of work not included in the Services shall be charged to the Client by AME.
Unless otherwise stated in the Agreement, the Client acknowledges and accepts that all costs related to the realisation of the prototype(s) relating to the Services (in accordance with clause 2) shall be charged to the Client whenever the latter does not ultimately confirm the mass production of the relevant products pursuant to the Agreement.
Disbursements - Unless otherwise stated in the Agreement, the Client acknowledges and accepts that all fees and costs arising from any third party involved in relation to the provision of the Services shall be charged in addition to the Fees, including all packaging, shipping, transportation and marketing costs.

Payment terms

In consideration of the performance of the Services provided by AME, the Client shall pay a compensation in the conditions set forth below, equal to the amount stated in each Agreement (the “Fees”).
Unless otherwise agreed in the Agreement, the Client agrees that the Fees shall be paid by wire transfer (as further detailed in the Agreement) as soon as (i) the Client receives a notification that the products to be delivered by AME as part of the Services are ready to be shipped to the Client, and (ii) the relevant invoice has been sent to the Client. The payment shall occur within 5 days from the date of such invoice, shall be make only in USD and to the bank account stated in the Agreement. For the avoidance of doubts, the Products will not be shipped by AME until full payment is received by AME in accordance with these Terms & Conditions and the Agreement.
For AME to start providing the Services, the Client shall pay a Deposit, if applicable. In such case, the Deposit will be held by AME in trust until complete performance of the Services. The Deposit shall be offset against the final invoice and any balance remaining at that time will be returned to the Client.
In the event AME issues partial invoices, and the Client defaults its payment obligations for a period of [14] days, AME can suspend the provision of the Services. For the avoidance of doubts, if the Client defaults its payment obligation for more than 30 days it shall qualify as a material breach.
Prices are subject to and exclusive of GST or VAT. In fact, all sums payable by the Client pursuant to the Agreement shall be paid in full without set-off or counterclaim or any restriction or condition, and free and clear of any taxes or other deductions or withholdings of any nature imposed in any jurisdiction to or from which payment under the Agreement are to be made.
In the event that a payment due is not made within the time set forth herein, the Client shall pay an interest in the amount of fifteen (15) percent per annum.
The Client shall reimburse AME for the out of pocket expenses in connection with the Services. These expenses shall include but are not limited to: travel expenses, accommodation etc. AME will invoice the Client for these out of pocket expenses and the Client shall reimburse AME within 14 days upon reception of such invoice.

Obligations of the Client

The Client shall provide all documents, products, and information necessary to AME to complete the Services. In particular, the Client must provide to AME all high-resolution existing visuals, logos and/or ads of the brand(s), other brand guidelines, technical drawings, samples, along with any other documentation, information or material required by AME in order to provide the Services.
The Client represents and warrants that it has all necessary proprietary or license or other usage rights to comply with its obligations under clause 1 above and to implement the Project.
In the event that the Client does not provide all documents and information within 30 days from AME’s request to do so, or fails to approve deliverables provided by AME within 30 days from the receipt of such deliverables, AME shall be entitled to invoice the Fees in full. The Client shall pay such invoice within 30 days, according to clause 2.
For the avoidance of doubt and subject to clause 6 (termination), this clause 5, and in particular, payment of the Fees by the Client to AME according to clause 3 above, shall not release AME from its obligation to provide the Services in accordance with the Agreement provided AME has received all required documents and information to do so.
Provided the Agreement is not terminated in accordance with clause 6, the portion of Fees paid according to clause 3 shall be deducted from future invoices.
The Client must pay the Fees in the conditions set forth in these Terms & Conditions.

Term and Termination

The term shall be as stated in the Agreement.
AME reserves the right to terminate the Agreement at all times in the event of any breach by the Client of any of its obligations, in particular but not limited to, if the Client defaults its payment obligation for more than 30
In the event of any material breach of the Agreement or these Terms & Conditions by either Party (such Party, the “breaching Party”), the other Party (the “non-breaching Party”) may terminate the Agreement effective immediately after written notice thereof to the breaching Party (with reasonable specificity as to the nature of the breach or the condition causing such damage or harm, as the case may be, and including a statement as to such non-breaching Party’s intent to terminate).
In the event of termination of the Agreement by the Client for any reason whatsoever (except for material breach committed by AME), or by AME for a breach of this Agreement by the Client (including but not limited to a postponement caused by the Client of more than 3 months from the request made by AME to the Client to resolve such postponement), the Client shall pay to AME the due Fees together with a sum representing 30% of the Fees which are not due on such termination date. It is understood and agreed by the Client that AME shall be damaged by the early termination of the Agreement in accordance with this clause, the sums paid to AME as per this clause are in the nature of liquidated damages, and not a penalty, and are fair and reasonable, and such payments have been negotiated in good faith and represent a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from the early termination of the Agreement, and the Client is estopped from contesting the validity or enforceability of the payment of such sums.

Intellectual property

The Client acknowledges and accepts that all AME Intellectual Property and materials including but not limited to concepts, ideas, designs, digital boards, technical drawings, artworks, 3D vues, architectural plans of non-selected creative options (…) developed or provided within the framework of the Services shall remain the entire and exclusive property of AME and that they are protected by copyright and/or other intellectual property laws and/or unfair competition or misappropriation laws. Such content may only be used in accordance with these Terms & Conditions. Any unauthorized use is strictly prohibited.
AME hereby grants the Client an exclusive, royalty-free, revocable, non-sublicensable and non-assignable license to commercialise the AME Intellectual Property and materials developed or provided within the framework of the Services (as described in clause 1) only in relation to the Project. Save as otherwise stated in the Agreement, the Client must not use such AME Intellectual Property and in any other way, even before and/or after the term of the Agreement.
Should the Client wish to use any of AME Intellectual Property and/or materials other than for the strict purpose of commercializing it in relation to the Project, the Client shall obtain prior written consent from AME to do so, which shall include (i) precise information regarding the AME Intellectual Property and/or materials that the Client wishes to use and (ii) the use(s) intended by the Client. The Parties shall negotiate in good faith a fair compensation for such use(s).
The Parties agree to make all the necessary arrangements to protect AME Intellectual Property in accordance with these Terms & Conditions. Specifically, the Client will promptly disclose to AME any case actually known to the Client of any infraction of the provisions of these Terms & Conditions by one of its employees or a third party who provides services to the Client.
The Client hereby grants AME a non-exclusive, royalty-free license to use, display and reproduce the Client Intellectual Property, as well as any new Intellectual Property developed or provided by AME to the Client within the framework of the Services, solely for the purpose of promoting AME’s services. This license to use includes, but is not limited to, displaying pictures of the Client projects on AME’s website.

Responsibilities

Each Party hereby represents and warrants to the other Party that it possesses the authorizations and the competences to carry out all of its obligations hereunder associated with the provision and use of Intellectual Property Rights.
These Terms & Conditions have been duly accepted by the Client and constitute a legal, valid and binding obligation of each Party, enforceable against the other Party in accordance with their provisions.
The Parties agree that the representations and responsibilities set forth in this clause 8 shall survive the termination of the Agreement.

Disclaimer

EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THIS AGREEMENT, AME DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
The Client bears all risks for any loss, damage, liability, judgment, claim, cost or expense resulting from injury or damage of any sort to any person or entity, arising out of or in connection with AME’s performance, including the performance of any other party for whom AME is responsible.
AME shall not be held liable for any Services which have been accepted and validated by the Client.

Limitation of Liability

To the extent permitted under applicable law and subject to clause 5, AME shall not be liable to the Client or anyone else for contingencies beyond its reasonable control in providing the Services.
AME will do its reasonable commercial effort to provide the Services but cannot be held responsible for any involuntary errors or omissions, provided that it will deploy reasonable efforts to promptly notify the Client of any such errors or omissions of which it becomes aware.
To the extent permitted under applicable law and subject to clause 4, AME, its agents and its licensors shall not be liable to the Client or anyone else for (i) any indirect, punitive or consequential loss or damage, or (ii) any loss of income, profits, goodwill, data, contracts, use of money, or loss or damage arising from or connected in any way to business interruption (in each case on an indirect basis), and in each case whether in tort (including without limitation negligence), contract or otherwise, even if advised of the possibility of such damages.
Nothing herein excludes or limits the liability of either Party or any of its Affiliates, agents (i) for fraud, (ii) for death or personal injury caused by its negligence, or (iii) which may not be excluded or limited under applicable law. The limits of each Party’s liability shall not apply in respect of (i) any liability arising as a result of its gross negligence or willful misconduct; (ii) a willful breach of the Intellectual Property Rights of either Party by the other Party or its Affiliates; and (iii) each Party’s obligations under clauses 11 (Indemnification) and 13 (Confidentiality).
Neither Party nor any of its Affiliates, agents and licensors shall be liable for damages resulting from 'force majeure', riot, acts of war, epidemics, natural disasters, or other events over which they have no control, (including, without limitation, strikes, lock-outs, traffic disruptions, orders by governmental authorities), or (provided that the relevant Party has implemented and maintained business continuity and disaster recovery systems in accordance with Good Industry Practice) as a consequence of technical problems, for which such Party is not at fault.

Indemnification

The Client will indemnify, defend and hold harmless AME, its Affiliates, officers, directors, employees, licensors and agents (together the “AME Indemnitees”) from and against any and all losses, liabilities, damages, costs (including reasonable attorneys’ and experts’ fees) as a result of any claim, action, or proceedings brought by any third party against any AME Indemnitees in relation to the Services.
The total aggregate liability (whether in tort (including without limitation negligence), contract or otherwise) of AME Indemnitees, arising out of or in connection with the Agreement, shall not exceed the Fees.

Visuals for illustrative purposes

Visual creations and prototypes are provided for illustrative purposes and do not guarantee future results.

Confidentiality

Each Party shall treat as confidential and, except as otherwise provided herein, shall not disclose or transmit to any third party (i) the information provided under the Agreement and (ii) the Agreement. All of the provisions of the Agreement are submitted to a strict obligation of confidentiality. Moreover, each Party will make all arrangements to ensure the highest level of confidentiality with respect to the information provided by the other Party within the framework of the execution of the Agreement.
Except as expressly provided below, each Party agrees that all information, whether oral, written, via material support or electronic media or otherwise, to which such Party is given access or are made available to such Party by the other Party (including by the other Party’s agents and Representatives, defined below) in connection with the Agreement is referred to as “Confidential Information”.
Except as expressly provided herein, each Party agrees to hold all Confidential Information in confidence, that it will not disclose any Confidential Information to any person (including any entity), other than its directors, officers, auditors, advisors, services providers or employees (including contingent workers hired for staff augmentation purposes) who have a need to know such information in connection with the Agreement (collectively, “Representatives”), and that it and its Representatives will not use any such Confidential Information for purposes other than in connection with the Agreement. Each Party agrees to inform its Representatives of the confidential and valuable nature of the Confidential Information and of its obligations under these Terms & Conditions. Each Party shall be responsible and liable for any breach of the Agreement by its Representatives.
The strict obligation of confidentiality shall not apply to any confidential information which (i) was already rightfully known to the receiving Party prior to the time that it is disclosed to the receiving Party hereunder; (ii) is or has become publicly available through no breach of these Terms & Conditions or of the Agreement or other wrongful act of the receiving Party; (iii) has been rightfully received from a third party not under any obligation of confidentiality to the disclosing Party and without breach of these Terms & Conditions or of the Agreement; (iv) has been approved for release by written authorization of the disclosing Party; (v) is independently developed by one Party without using the Confidential Information of the other Party; or (vi) is required to be disclosed by a Party or its Representatives in connection with a deposition, interrogatory, request for documents, subpoena, civil investigative demand, request of regulatory agency or self-regulatory agency having or claiming jurisdiction over a party, or similar process, provided that the disclosing Party has been given reasonable notice of the pendency of such an order and the opportunity to contest it.
The Client acknowledges that AME may have to disclose some Confidential Information in order to provide the Services and only to the extent necessary.
The provisions of this clause 13 shall survive any termination of the Agreement.

Non-Circumvention

During the Agreement and for a period of one (1) year thereafter, the Client shall not and shall ensure that its affiliates shall not directly or indirectly solicit, deal with or conduct any direct or indirect business with any person who is or was employed or working in any capacity for AME without the prior written consent of AME.
If the Client or any of its affiliates is directly or indirectly contacted by any person employed or working in any capacity for AME for the purpose of conducting any direct or indirect business with it, the Client shall immediately inform AME.

Non-Poaching

The Client shall not and shall ensure that its affiliates shall not seek to employ or engage in any capacity, any person who is employed or working in any capacity for AME, or seek to induce such person to leave AME, for as long as such person is employed or is working in any capacity for AME and for one (1) year thereafter.

Amendment and Assignment

AME reserves the right to amend these Terms & Conditions from time to time.
Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld).

Invalidity / No Waiver

If any provision in these Terms & Conditions and/or in the Agreement is invalid or unenforceable under the applicable law, the remaining provisions will continue in full force and effect.
The failure of either Party to insist upon strict compliance with any term or provision of these Terms & Conditions and/or of the Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.

Competent jurisdiction and applicable law

Each Party irrevocably agrees to submit to the jurisdiction of the courts of Singapore as regards any claim or matter arising under or in connection with these Terms & Conditions and/or the Agreement or their subject matter or formation (including non-contractual disputes and claims).
These Terms & Conditions and/or the Agreement and all disputes and claims arising out of or in connection with them or their formation (including non-contractual disputes and claims), shall be governed and construed in accordance with the laws of Singapore.

Other matters

All notices and other communications under these Terms & Conditions and/or the Agreement shall be (i) in writing, (ii) by electronic mail at the electronic mail address stated in the Agreement. A notice so served by electronic mail shall be deemed to have been given, at the time such communication is sent provided that no notification was received by the sender that the electronic mail was undeliverable, provided that in case where delivery by electronic mail occurs after 6.00 pm on a business day or on a day which is not a business day, a service of electronic mail shall be deemed to occur at 9.00 am on the next following business day.
The Parties hereto are independent contractors. Nothing herein shall be construed to place the Parties in the relationship of partners or joint venturers, and neither Party shall acquire any power, other than as specifically and expressly provided in these Terms & Conditions and/or the Agreement, to bind the other in any manner whatsoever with respect to third parties.
No breach, default or threatened breach of these Terms & Conditions and/or the Agreement by either Party shall relieve the other Party of its obligations or liabilities under these Terms & Conditions and/or the Agreement.