Legal Stuff

Partner Agreement

Last updated:
August 25, 2021

SPEEKI PARTNER AGREEMENT (TERMS & CONDITIONS)

Background:

A. Speeki is the owner of a software platform that enables an entity’s employees, partners and suppliers to report concerns or misconduct to that entity in a secure and prompt manner.  The software platform is hosted by Speeki with specific features accessed via a website or a mobile application and dependent on set access levels.

B. Speeki is also the owner of an interactive training program that can be used to deliver targeted responsibility-based content to an entity’s employees.  The training program is typically delivered using an entity’s existing learning management program.

C. The Partner wishes to become a limited agent of Speeki to:

(i) refer and forward prospective customers of Speeki’s Services to Speeki; and/or

(ii) promote and resell Speeki’s Services to end users.

D. Speeki wishes to authorise and appoint the Partner as a Referrer and/or a Reseller on the following terms and conditions and as set out in the Schedule (together the Agreement).

Agreed terms:

REFERRER SPECIFIC TERMS

1. Appointment of Referrer

Speeki appoints the Partner as its non-exclusive, limited agent in the Territory for the sole purpose of referring prospective customers to Speeki.

2. Referrer’s obligations

2.1. The Referrer will:

(a) use reasonable efforts to endorse and promote Speeki and its Services to prospective customers; and

(b) refer prospective customers to Speeki by:

(i) completing a Referral Form for the relevant prospective customer; and

(ii) making a formal introduction between the relevant prospective customer and Speeki by telephone conference call, in-person meeting or via email, such introduction format to be agreed by Speeki and the Referrer.

2.2. Within 10 Business Days after Speeki’s receipt of a Referral Form, Speeki will notify the Referrer if the prospective customer:

(a) is an active lead, being an entity which:

(i) is already in Speeki’s prospect database;

(ii) has been contacted by an Speeki sales representative or authorised partner within the last 3 months; and

(iii) has indicated a desire to learn more about Speeki and its Services;

(b) has already been referred to Speeki by a third party; or

(c) is an existing Speeki customer,

and if no such notice is issued by Speeki in that period, the prospective customer will become a Referred Customer.

2.3. The Referrer agrees that the Referrer has:

(a) the authority to make the referral on behalf of; and

(b) disclosed the potential receipt of fees under this Agreement to,

each prospective customer it refers to Speeki.

2.4. The Referrer represents and warrants that the Referrer has no conflict of interest with any referred prospective customer or with Speeki in receiving any payment under this Agreement.

3. Referrer’s fees and payment terms

3.1. The fees payable to the Referrer are calculated as follows:

Please reach out to partner@speeki.com for information.

3.2. Speeki will pay the Referrer the fee referred to in clause 3.1 within 30 days after the date payment is received by Speeki from the Referred Customer.  Fees will be paid incrementally as payments are received by Speeki from the Referred Customer.

3.3. For the purposes of facilitating the issue of recipient created tax invoices in accordance with the requirements of the GST law, the parties agree that Speeki, as recipient, will issue tax invoices in respect of the supplies under this Agreement.

3.4. The Referrer:

(a) agrees that it will not issue tax invoices in respect of supplies under this Agreement; and

(b) acknowledges that it is currently registered for GST, and that it will notify Speeki if the Referrer ceases to be registered.

3.5. Speeki:

(a) acknowledges that it is currently registered for GST, and that it will notify the Referrer if Speeki ceases to be registered or if it ceases to satisfy any of the requirements relating to the issuing of recipient created tax invoices under the GST law;

(b) agrees to issue a copy of the tax invoice to the Referrer, showing the GST Registration Number of the Referrer and Speeki; and

(c) will provide the Referrer with copies of any invoices issued to the Referred Customers as the sole evidence of any fees due and payable under this Agreement, together with the relevant tax invoice.

3.6. Should the requirements for issuing recipient created tax invoices alter under the GST law, the parties agree to enter into good faith negotiations to amend this clause to give effect to such changes.

3.7. All payments to be made by Speeki to the Referrer under this Agreement will be made by electronic funds transfer directly to the Partner’s bank account, details of which are set out in the Schedule, on a same-day-available funds basis, and payments are deemed to be received on the date the payment is made by Speeki, unless the payment is dishonoured, in which case, payment is deemed not to have been received until cleared funds are received by the Referrer.

4. Taxes

4.1. All amounts payable by Speeki to the Referrer under this Agreement are exclusive of GST. To the extent that any supply made under or in connection with this Agreement is a taxable supply, the consideration for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply.

4.2. All payments to be made by Speeki to the Referrer under this Agreement will be made without withholding or deduction for, or on account of, tax unless such withholding tax or deduction is required by law.

4.3. If Speeki is required by law to make any deduction or withholding for, or on account of, tax from any sum payable by it under this Agreement, then Speeki will promptly provide the Referrer with a tax certificate for the amount deducted or withheld.

RESELLER SPECIFIC TERMS

5. Appointment of Reseller

5.1. Speeki appoints the Partner as its non-exclusive, limited agent in the Territory for the sole purpose of selling Speeki’s Services to end user customers.

5.2. End user customers who purchase Speeki’s Services from the Reseller will pay a price set by the Reseller and will remit payment for such Services to the Reseller.  Use of the Services by the end user customer is subject to such customer accepting the applicable terms of use or other agreement specified by Speeki.  The Reseller is not the owner or licensor of any of the Services and may only offer the Services to its customers under the licensing model and other non-price terms expressly set by Speeki.

5.3. For clarity, Speeki may deny any person access to or the right to use any of the Services.

6. Reseller’s obligations

6.1. Order requirements – To the extent that Speeki makes its Services available for resale, the Reseller may order such Services for resale by following the directions set out at www.Speeki.com/licensing/resellers.  The Reseller must provide all of the requested information including the identity of the end user, the end user’s business and email addresses, and the specific subscriptions and other Services to be resold by the Reseller (Reseller Order).  All such information must be accurate, complete and reflect bona fide orders the Reseller has received from end users.  Reseller Orders, once placed, are non-cancellable.

6.2. Limited right to resell – Speeki grants the Reseller a one-time, non-exclusive, non-transferable right to resell the Services specified in the Reseller Order to the end user specified in the Reseller Order, solely for use by such end user in accordance with the Speeki Customer Agreement.  This right to resell does not apply to any other end user or any other Services (including any sale to any related party or to any subsequent, additional or renewal sale to the same end user).

6.3. End user terms – all use and receipt of the Services by end users is subject to the Speeki Customer Agreement, and the Reseller may not attempt to impose any other terms relating to the end user’s use or receipt of the Services.  The Reseller is responsible for ensuring that each end user enters into the Speeki Customer Agreement in a legally binding manner.  This may require the Reseller to:

(a) notify each end user that the Services are subject to the Speeki Customer Agreement and that by placing an order with the Reseller the end user agrees to the Speeki Customer Agreement;

(b) include either a copy of, or a link to, the Speeki Customer Agreement in each quotation and order form the Reseller issues to the end user; and

(c) obtain from each end user written confirmation of acceptance of the Speeki Customer Agreement prior to the earlier to occur of acceptance of the order by the Reseller or delivery of the Services.  The Reseller must provide evidence of such acceptance by the end user to Speeki within 5 Business Days after the Reseller’s receipt of that acceptance.

The Reseller must immediately notify Speeki of any known or suspected breach of the Speeki Customer Agreement or other unauthorised use of the Services and assist Speeki in the enforcement of the terms of the Speeki Customer Agreement.

7. Pricing, payment and delivery

7.1. Speeki will make prices for the Services to be paid by the Reseller to Speeki available to the Reseller from time to time, typically in annual price lists.  The Reseller may, in its sole discretion, mark up or down the prices for the Services to be paid by the end users.

7.2. The Reseller’s payment to Speeki is due when the Reseller submits the Reseller Order to Speeki and such payment is non-refundable and non-cancellable.  The Reseller bears all risk of non-payment by end users and is solely responsible for all of the Reseller’s costs and expenses.

7.3. All payments to be made to Speeki by the Reseller under this Agreement will be made by electronic funds transfer directly to Speeki’s bank account, details of which are set out in the Schedule, on a same-day-available funds basis, and payments are deemed to be received on the date the payment is made by the Reseller, unless the payment is dishonoured, in which case, payment is deemed not to have been received until cleared funds are received by Speeki.

7.4. On Speeki’s receipt of the payment, Speeki will deliver the applicable software licence key, hosted service login information or other information necessary for end users to use or access the applicable Services directly to the delivery contact specified in the Reseller Order in accordance with Speeki’s standard delivery procedures.  If Speeki delivers the licence keys or logins to the Reseller, the Reseller agrees that it will, in turn, deliver them directly to the end user specified in the Reseller Order, and not to use or access the software, hosted services or other Services in any way.  The Reseller must delete all licence keys or logins promptly after delivery to the end user.

8. Taxes

8.1. All amounts payable by the Reseller to Speeki under this Agreement are exclusive of GST. To the extent that any supply made under or in connection with this Agreement is a taxable supply, the consideration for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply.

8.2. All payments to be made by the Reseller to Speeki under this Agreement will be made without withholding or deduction for, or on account of, tax unless such withholding tax or deduction is required by law.

8.3. If the Reseller is required by law to make any deduction or withholding for, or on account of, tax from any sum payable by it under this Agreement, then the Reseller must together with such payment, pay an additional amount such that Speeki receives free and clear of any tax the full amount which it would have received if no deduction or withholding had been required.

8.4. A tax invoice issued by Speeki supersedes all previous quotations and proposals.

TERMS APPLICABLE TO ALL PARTNERS

9. Term

The term of this Agreement:

(a) commences on the Commencement Date; and

(b) continues until terminated by either party in accordance with these terms and conditions.

10. Relationship of the parties

10.1. Independent contractors - The relationship between the parties will, at all times, be that of independent contractors.  No employment, partnership or joint venture is formed by this Agreement and at no time may the Partner position itself as being affiliated to Speeki in any manner other than as an independent referrer or independent sales agent.

10.2. Identification as a partner – The Partner may identify itself as an Speeki Partner solely in connection with the Referrer’s promotion and referral of Speeki and its Services and/or the Reseller’s resale of the Services.  The Partner may not use any Speeki trademark, logo or service mark except as permitted by Speeki’s Trademark Guidelines.  All goodwill arising from the Partner’s use of Speeki’s trademarks, logos or service marks vests in Speeki.

10.3. Partner program categories – the Schedule will specify which program category applies to the Partner.  Each program category provides for different tiers of benefits, support and Partner activity commitments, details of which can be found at https://support.Speeki.com.

10.4. No use rights – Only the end user of the Services may use the Services.  The Partner is not permitted to use any of the Services resold under this Agreement for its own benefit.  To the extent that the Reseller does gain any access to the Services, including any access to or use of a demonstration version of the Services, all licence restrictions and conditions contained in the Speeki Customer Agreement apply to the Partner.

10.5. End user relationships – The Partner agrees not to represent itself as an agent or employee of Speeki and agrees that Speeki will have primary control over any end user communications regarding the Services after a Referral Form or a Reseller Order is submitted.  The Partner must not make any representations regarding Speeki nor offer any representations or warranties concerning prices, terms of delivery, performance, terms of payment or other conditions of sale to any prospective customer on behalf of Speeki.  The Partner agrees not to engage in any deceptive, misleading, illegal or unethical practices and agrees to comply with all applicable laws in any applicable jurisdiction (including US embargo and sanctions regulations and prohibitions on export for certain end uses or to certain end users).

10.6. No authority to bind - The Partner has no authority to bind Speeki to any contract, representation, understanding, act or deed concerning Speeki or its Services.

11. Ownership of Intellectual Property Rights

All Intellectual Property Rights and right, title and interest in the Services and in Speeki’s trademarks, logos, service marks and advertising materials remains with Speeki and no interest or ownership is conveyed to the Partner.

12. Warranties

12.1. All express or implied representations, conditions, warranties and terms not contained in this Agreement are excluded from this Agreement to the extent permitted by law.

12.2. For clarity, any and all commitments, warranties, terms and conditions offered by Speeki with respect to the use and receipt of the Services are made directly by Speeki to the end user under and in accordance with the Speeki Customer Agreement and do not extend to the Partner.

12.3. If the law implies or imposes a non-excludable conditional warranty which can be limited, the liability of Speeki to the Partner for breach of that conditional warranty is limited so that Speeki may decide to:

(a) in the case of services: the supplying of the services again, or the payment of the cost of having the services supplied again; or

(b) in the case of goods: the replacement of the goods, or the supply of equivalent goods, or the payment of the cost of replacing the goods, or of acquiring equivalent goods.

13. Sales support

At all times during the term, Speeki will provide the following sales support to the Partner via support@Speeki.com and/or https://support.Speeki.com:

(a) answers to queries on a prospective customer’s potential use of the Services;

(b) addressing problems or issues that may arise during the Partner’s demonstration of the Services;

(c) providing the Partner with notifications or updates regarding new features; and

(d) providing general advice and guidance regarding Speeki’s products and services.

14. Third party claims

14.1. Speeki will:

(a) defend, or at its option, settle, any claim by a third party against the Partner on the basis of the Services’ infringement of any Singapore, United States, Australian or New Zealand patent, trademark, copyright or trade secret; and

(b) pay any final judgement entered against the Partner on such claim or any settlement entered into by Speeki on the Partner’s behalf, provided that, the Partner:

(i) notifies Speeki promptly of each such claim;

(ii) gives Speeki sole control of the defence and/or settlement of the claim;

(iii) fully co-operates with Speeki in the defence and/or settlement of the claim; and

(iv) takes no action that may prejudice Speeki’s ability to defend the claim.

14.2. If all or any part of the Services is, or in the opinion of Speeki is likely to become, the subject of a claim of infringement (Affected Service), Speeki may in its sole discretion:

(a) procure for the Partner the right to promote or resell the Affected Service;

(b) replace the Affected Service with other suitable software; or

(c) modify the Affected Service to make it non-infringing.

14.3. Speeki will have no indemnity or other obligations to the extent a claim is based on:

(a) failure to use an update provided by Speeki, if infringement could have been avoided by use of the update;

(b) combination, operation or use of the Services with other products or materials not provided by Speeki, if such infringement would have been avoided in the absence of such combination, operation or use;

(c) the Partner’s use of the Services in any manner inconsistent with the applicable terms and conditions; or

(d) modification, alteration or enhancement to the Services not performed or expressly authorised by Speeki.

14.4. This clause 14 sets out the entire liability and obligation of Speeki, and the exclusive remedy of the Partner, for claims of infringement of third party rights.

15. Limitation of liability

15.1. To the maximum extent permitted by applicable law, neither party is liable for, and no measure of damages will, under any circumstances, include:

(a) special, indirect, incidental, consequential or punitive losses; or

(b) economic loss, loss of profits or loss of any of the following – revenue, clients, bargain, goodwill, anticipated savings, use of products or equipment, software, data or management time.

15.2. Each party’s liability to the other party under, related to, in connection with or arising out of this Agreement or its subject matter is reduced to the extent that the other party’s acts or omissions, or those of a third party, contribute to or cause any such liability.

15.3. Subject to clause 14 (Third party claims), the maximum aggregate liability of a party to the other party for all claims under, related to, in connection with or arising out of this Agreement or its subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to USD$100,000.00.

16. Obligations of confidentiality

16.1. Each party must retain in confidence, and require its personnel to retain in confidence, the Confidential Information of the other party.

16.2. The receiving party must retain Confidential Information in as secure a manner as reasonably possible, but in no event less secure than the receiving party retains its own Confidential Information.

16.3. Confidential Information will remain the sole property of the disclosing party and must not be disclosed to any third party without the express written consent of the disclosing party.

16.4. A party must not use or copy the Confidential Information of the other party except in connection with and for the purposes of performing its obligations or exercising its rights under this Agreement.

16.5. A party will not be considered to be in breach of this clause 16 if the Confidential Information is disclosed:

(a) to a party’s personnel or subcontractors to whom disclosure is necessary in order to perform that party’s obligations or exercise its rights under this Agreement; and

(b) to a party’s professional advisers, but only to the extent necessary for those advisers to provide advice or protect the rights of that party under this Agreement,

and the receiving party imposes an obligation on such recipients to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement.

16.6. The obligations of confidentiality under this clause 16 survive rescission, expiration or termination of this Agreement.

17. Privacy and Personal Data

17.1. Each party will ensure that any collection, use, disclosure or transfer of Personal Data in the course of performing its obligations under this Agreement:

(a) is done only to the extent necessary for the purposes set out in this Agreement, to perform its obligations under this Agreement or as required by law;

(b) complies with all laws, including the Personal Data Protection Act 2012 (No. 26 of 2012); and

(c) in respect of Speeki, complies with its Privacy Policy which can be found at https://www.Speeki.com/legal-stuff/privacy-policy.

17.2. Without limiting clause 17.1, each party will:

(a) not disclose Personal Data provided by the disclosing party under this Agreement without the disclosing party’s prior written consent or as required by law;

(b) ensure that no person engaged by a party who has access to any Personal Data provided to it under this Agreement uses, discloses or retains such Personal Data, except for the purpose of performing that person’s duties of engagement;

(c) take all reasonable steps to protect any Personal Data provided to it under this Agreement from misuse and loss, and from unauthorised access, modification or disclosure;

(d) comply with the disclosing party’s reasonable requests concerning:

(i) the security, use and disclosure of Personal Data provided to the receiving party under this Agreement;

(ii) access to and correction of any such Personal Data by the individual to whom it relates; and

(iii) any complaints about the handling of such Personal Data;

(e) notify the disclosing party as soon as reasonably practicable after the receiving party becomes aware that it may be required by law to use or disclose any Personal Data provided to it under this Agreement, and provide all reasonable assistance the disclosing party requests to resist or object to such use or disclosure;

(f) at its cost, promptly notify the disclosing party of any actual or suspected data breach relating to Personal Data; and

(g) on termination or expiry of this Agreement for any reason, promptly return to the disclosing party, or destroy, all copies of Personal Data that relates to this Agreement.

17.3. Speeki may transfer data and Personal Data to the United States of America to perform its obligations under this Agreement.  Subject to the foregoing, the receiving party will not transfer Personal Data provided to it in a particular country outside of that country without the disclosing party’s prior written consent, and where such consent is given, ensure that the recipient of the Personal Data in the country where the Personal Data is transferred has entered into a written agreement with the receiving party and the disclosing party which imposes on the recipient confidentiality and other terms that are no less restrictive than those imposed on the receiving party under this Agreement.

17.4. Should any Personal Data or commercially sensitive information be lost, or accessed or disclosed without Speeki’s authorisation, Speeki will take the steps outlined in its Data Breach Response Plan which can be found at https://www.Speeki.com/legal-stuff/privacy-policy.

18. Disputes

18.1. The parties must endeavour to settle any dispute under, related to, in connection with or arising out of this Agreement (a Dispute) by mediation.

18.2. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 10 Business Days after one party receiving the other party’s notice of Dispute:

(a) where a Partner’s registered head office is in the Southern Hemisphere, by a person appointed by the Singapore Mediation Centre (SMC); or

(b) where a Partner’s registered head office is in the Northern Hemisphere, by a person appointed by the Centre for Effective Dispute Resolution (CEDR).

18.3. The SMC’s Mediation Procedure or CEDR’s Model Mediation Procedure (as applicable) in force for the time being will apply to the mediation and the parties will co-operate fully with the SMC/CEDR as a facilitator of the mediation.

18.4. It is a condition precedent to the right of either party to commence arbitration or litigation, other than for interlocutory relief, that it has first offered to submit the Dispute to mediation in accordance with this clause 18.

19. Extension of time

If a party (First Party) is unable to perform any of its obligations under this Agreement within any time specified for such performance or delivery as a result of:

(a) a breach of this Agreement by the other party (Second Party) including any failure to provide the First Party with information, access and materials required by the First Party to perform its obligations under this Agreement; or

(b) another factor beyond the reasonable control of the First Party,

the First Party must notify the Second Party in writing that it is not able to perform those obligations within the time specified, and the time for performance of those obligations is extended for so long as is reasonably necessary to allow the First Party to perform those obligations.

20. Termination for convenience

Either party may terminate this Agreement for convenience at any time by giving the other party not less than 30 days’ prior written notice.

21. Termination for cause

Without adversely affecting any other rights it may have, either party may terminate this Agreement at any time by giving not less than 14 days’ prior written notice of termination to the other party if:

(a) the other party is in breach of any of its material obligations under this Agreement and that breach is not remedied within 30 days after receipt of written notice requiring it to be remedied; or

(b) the other party is subject to an Insolvency Event.

22. Effect of termination

22.1. On termination of this Agreement for any reason, all rights, obligations and licences of the parties under this Agreement will cease.

22.2. Within 14 days’ after termination of this Agreement for any reason the Partner must return to Speeki, or destroy or delete, all copies of all Speeki materials in the Partner’s possession or control and when the Partner has done so, the Partner must certify to Speeki that all such material has been returned, destroyed or deleted.

22.3. For clarity, in the event of a termination for convenience by either party, Speeki has no liability whatsoever to the Referrer other than to pay the Referrer the fees referred to in clause 3.1 that are due and payable as at the date of termination.

23. Preservation of rights

Termination, completion or expiry of this Agreement for any reason does not extinguish or otherwise affect:

(a) any rights of either party against the other which:

(i) accrued prior to the time of the termination, completion or expiry; and

(ii) otherwise relates to or may arise at any future time from any breach or non-observance of obligations under this Agreement which arose prior to the time of the termination, completion or expiry; and

(b) the provisions of this Agreement which by their nature survive termination.

24. Definitions and interpretation

24.1. In this Agreement:

Business Day means Monday to Friday (inclusive), excluding public holidays in Singapore;

Confidential Information in relation to a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence;

Commencement Date means the commencement date specified in the Schedule;

Insolvency Event means, in respect of an individual or body corporate, that it has ceased to trade or has a receiver, examiner, administrative receiver, administrator or manager appointed over the whole or the majority of its assets or undertakings, or has become insolvent or gone into liquidation (unless such liquidation is for the purpose of a solvent reconstruction or amalgamation), compounded with its creditors generally or has otherwise been unable to meet its debts as they fall due or has suffered any similar event in consequence of debt;

Speeki Customer Agreement means the end user agreement for the procurement of Services by a customer from Speeki which can be found at https://www.Speeki.com/legal-stuff/customer-agreement;

Speeki’s Trademark Guidelines can be found at https://www.Speeki.com/legal-stuff/trademark-use;

Intellectual Property Rights means copyright; all rights conferred under statute, common law or equity in relation to inventions (including patents); registered and unregistered trademarks; registered and unregistered designs; software, source code and circuit layouts; moral rights; confidential information; and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

Personal Data means information, data or opinion (including information or opinion forming part of a database) disclosed, furnished or made available directly or indirectly to Speeki by or on behalf of the Partner, whether true or not, and whether recorded in a material form or not, about an individual who can be identified from that information, data or opinion, or from other information, data or opinion which was disclosed, furnished or made available direct or indirectly to Speeki by or on behalf of the Partner;

Referral Form means the form set out in Attachment 2 of the Schedule;

Referred Customer has the meaning given to that term in clause 2.2 (Referrer’s obligations);

Referrer means a limited agent of Speeki appointed under this Agreement to refer and forward prospective customers of Speeki’s Services to Speeki;

Reseller means a limited agent of Speeki appointed under this Agreement to promote and resell Speeki’s Services to end users;

Schedule means the attached agreement details schedule;

Services means products and services Speeki may offer from time to time; and

Territory means the territory specified in the Schedule.

24.2. In this Agreement, the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) the singular includes the plural and vice versa;

(c) words that are gender neutral or gender specific include each gender;

(d) a term or expression starting with a capital letter which is defined in the Agreement has the meaning given to it in this Agreement;

(e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(f) “includes” means without limitation;

(g) a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) a party includes its successors and permitted assigns;

(iii) a document includes all amendments to that document;

(iv) this Agreement includes all schedules and attachments to it;

(v) an agreement other than this Agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and

(vi) a monetary amount is in United States dollars, except that the fees and payments referred to in clauses 3.1 (Referrer’s fees and payment terms) and 7.2 (Pricing, payment and delivery) may be in an alternate currency as agreed by the parties;

(h) an agreement on the part of two or more persons binds them jointly and severally;

(i) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day; and

(j) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.

25. Inconsistency

If there is any inconsistency between:

(a) these terms and conditions;

(b) the Schedule; and

(c) any other exhibits, annexure and any other documents incorporated by reference in this Agreement,

the order of precedence between them will be the descending order listed above.

26. General

26.1. Assignment – The Partner may not transfer, assign, charge, mortgage or encumber any of its rights under this Agreement without the prior written consent of Speeki, which will not be unreasonably withheld.

26.2. Further assurances - Each party must, at the reasonable request of the other, do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it. This includes, but not limited to, the execution of documents.

26.3. Waiver and variation - A provision of or a right created under this Agreement may not be:

(a) waived except in writing signed by the party granting the waiver; or

(b) varied except in writing signed by the parties.

26.4. Severability – If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

26.5. Entire agreement - This Agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

26.6. Governing law - This Agreement is governed by the laws of Singapore. Each party irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Singapore.

26.7. Notices - Notices under this Agreement must be in writing and may be delivered by hand, mail or in digital form to the addresses of the parties set out in the Schedule or to such other address as a party may from time to time notify to the other party in writing.  A notice or communication is deemed as having been received:

(a) in the case of hand delivery or in digital form, on receipt by the recipient; and

(b) in the case of posting, three days after dispatch,

provided that, if a notice or other communication is served by hand on a day which is not a Business Day or after 5pm on any Business Day, such notice or communication will be deemed to have been received by the recipient at 9am on the following Business Day.

26.8. Counterparts – This Agreement may be executed simultaneously in two or more counterparts, each one of which will be deemed an original, and all of which will constitute one and the same instrument.