These General Terms and Conditions shall be incorporated into the Purchase Order and be interpreted as an integral part of the Purchase Order.

GENERAL TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND/OR SERVICES

DEFINITIONS
1. In these Terms and Conditions unless the context otherwise requires:
  1. “Affiliates” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;
  2. “Bill of Lading” means a detailed list of Documentations or a shipment of goods in form of a receipt given by the Contractor to LINK;
  3. “Contractor” means the contractor who has been engaged by LINK to supply the Goods and/or Services;
  4. “Documentation” means any documents provided by the Contractor in relation to the Goods or Services rendered to LINK;
  5. “Goods” means the product, goods, or items which are the subject matter of this Purchase Order;
  6. “LINK” means NTUC Link Private Limited or any of its affiliated organizations as listed in the Purchase Order;
  7. “LINK Information” means all information, in any form, disclosed, furnished or made available directly or indirectly to Contractor and/or its subcontractors by or on behalf of LINK or otherwise received or obtained by Contractor and/or its subcontractors pursuant to, by virtue of, or in the course of negotiating or performing this Purchase Order, including (i) all information relating to the customers of LINK; (ii) all Personal Data; and (iii) all communications between the Parties relating to the aforesaid.
  8. “Parties” or “Party” means LINK and the Contractor or each of them as the case may be;
  9. “person” includes a corporation or an incorporated association;
  10. “Personal Data” means data, whether true or not, about an individual which can be identified (i) from the data or a combination of different data; and (ii) from the data and other information to which the Contractor has or is likely to have access.
  11. “Purchase Order” includes these Terms and Conditions for Purchase of Goods and/or Services, Specifications and any statements of work issued by LINK to the Contractor or agreed by LINK with the Contractor for the supply of the Goods and/or Services;
  12. “Services” means the work and services which the Contractor is required to perform under the Purchase Order as set out in the Specifications, and includes the fulfilment and delivery of any and all services deliverables set out in the Specifications;
  13. “Specifications” means the specifications relating to the Services and/or Goods issued by LINK to the Contractor or agreed by LINK with the Contractor, to which these Terms and Conditions are attached;
  14. “Site” means LINK’s office location(s) as communicated to the Contractor or such other address(es) as LINK may substitute by giving notice to the Contractor in writing;
  15. “Third Party” means any person who is not a Party to this Purchase Order;
  16. “Warranty Period” means the warranty period as stated in the Purchase Order and as described in clause 13, if applicable;
ACCEPTANCE
1. The Contractor shall confirm acceptance of these Terms and Conditions either by:
  1. the Contractor’s written acknowledgement of the Purchase Order or the failure by the Contractor to notify LINK of the Contractor's non-acceptance of the Purchase Order within three (3) working days of the date hereof; or
  2. the Contractor’s supplying of any or performing any part of the Goods /Services specified in the Purchase Order.
2. No alterations, amendments or additions shall be made to these Terms and Conditions upon Acceptance, unless agreed in writing. Unless specifically stated in the Purchase Order, no other documents such as the Contractor’s Delivery Order, Invoice, Contractor’s general terms and conditions of sale, etc. shall form a part of this Contract. LINK shall only be bound by the Contractor’s terms and conditions provided they are in accordance with LINK’s Terms and Conditions.
CONTRACTOR’S OBLIGATIONS
1. LINK hereby appoints the Contractor and the Contractor hereby agrees to undertake the following obligations under this Purchase Order:
  1. Supply and deliver the Goods free from all encumbrances and/or Services to LINK strictly in accordance to this Purchase Order free from all encumbrances;
  2. Where applicable, install, test, integrate, commission and deploy the Goods in accordance with the Specifications;
  3. Where applicable, carry out Acceptance Tests in accordance with the Specifications;
  4. Where applicable, provide the Documentation in accordance with the Specifications;
  5. Where applicable, provide the training in accordance with the Specifications;
  6. Perform the Services specified in the Specifications for the duration of the Purchase Order in accordance with the timelines agreed between the Parties; and
  7. Do all things which are necessary or reasonably to be inferred from this Purchase Order.
PURCHASE PRICE AND PAYMENT TERMS
1. All payments are made in Singapore Dollars unless agreed otherwise with LINK . All prices in the Contractor’s quotations are not subject to adjustment unless otherwise agreed by LINK in writing. The Contractor, shall at its own costs, obtain and maintain such licence and authorisations including export licences, permits and other governmental authorisations or certification which are required to enable the Contractor to fulfill its obligations under this Purchase Order and LINK shall not be required to pay any additional sum above the prices shown in the Contractor’s quotations for the same. LINK shall pay to the Contractor a sum equal to the Singapore Goods and Services Tax chargeable on the supply of the Goods to LINK. Contractor agrees that payment by an Affiliate of LINK on behalf of LINK shall be accepted as good and valid consideration for the Goods sold or Services rendered herein.
2. Unless agreed otherwise by LINK in writing, thirty (30) days after LINK ’s receipt of the Contractor’s bills, LINK will make payment to the Contractor of the full value of the Goods so delivered or the Services so performed provided that no payment shall be considered as evidence of the quality of the Goods and/or Services to which such payment relates nor shall it relieve the Contractor from its obligations under this Purchase Order. In the event LINK reasonably disputes any portion of a payment of this Purchase Order to the Contractor, the amount not in dispute shall be promptly paid as described above, LINK shall within fifteen (15) days of its receipt of any disputed invoice, provide the Contractor with written notice substantiating LINK’s dispute.
3. Without prejudice to LINK’s other rights under this Purchase Order, if the Contractor owes LINK any payment or debt (the “ Outstanding Amount”) under this Purchase Order, LINK shall have the right to:
  1. withhold any moneys payable by LINK to the Contractor pursuant to this Purchase Order until the Outstanding Amount is satisfied; or
  2. deduct the Outstanding Amount from any moneys payable by LINK to the Contractor pursuant to this Purchase Order .
4. Unless agreed otherwise in the Purchase Order, all prices are fixed and include delivery and all other ancillary charges, including without limitation, cost of transport, insurance, and packing, taxes levies and any fees attributed by the Contractor’s supplier or distributor, as a result of the supply of the Goods and/or Services unless otherwise agreed by the Parties in writing in advance.
PACKAGING AND DELIVERY
1. Where applicable, the Contractor shall be responsible for delivering the Goods and/or Service to the Site and shall ensure that:
  1. no damage is done to the Site (including building structures, fittings, furniture, equipment and floors) and to restore any and all damaged parts of the Site to their original condition or replace such damaged Goods as necessary; and
  2. the safety and security of the Site, LINK’s staff, employees, visitors are not compromised in the process.
TIME OF DELIVERY/PERFORMANCE OF SERVICES
1. Time is of the essence in this Purchase Order. The Contractor shall supply and deliver the Goods purchased by LINK to the Site and perform the Services in accordance with the timelines agreed between the Parties.
2. LINK shall have the sole discretion to alter or delay delivery subject to providing a reasonable notice to the Contractor.
3. In the event the Contractor fails to deliver the Goods and/or Services to the Site in accordance with the agreed timelines including due to non-delivery or, default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents, LINK shall treat this to be a material breach of the Purchase Order. In the event such circumstances arises, LINK shall be entitled to terminate the Purchase Order at its sole discretion with no liability to the Contractor and the Contractor shall make a full refund of all sums paid by the Purchaser pursuant to this Contract within fourteen (14) days from the date of termination.
4. In order to assist in the coordination and execution of the Specification, the Contractor shall appoint an individual (“ Contractor Representative”) who will have the authority to act on behalf of the Contractor, and who shall be solely dedicated for LINK and with whom LINK may consult, at reasonable times and whose instructions, requests and decisions, consistent with this Purchase Order, will be binding upon the Contractor as to all matters pertaining to this Purchase Order and performance of this Service.
5. The Contractor warrants and represents that the Service will be performed using its own original materials, software, inventions or innovations (“Materials”) or if using third party’s Materials, that it has the necessary and valid consent or license duly obtained from the Materials’ owners.
GENERAL WARRANTIES
1. Without prejudice to any implied warranty, conditions or other terms, or any duty at common law, the Contractor warrants that the Goods and/or Services supplied:
  1. is free from defects in material and workmanship and fit for its purpose;
  2. includes the scope of work and items agreed by the Parties as set out in the Specifications;
  3. conforms to all standards, specifications or descriptions agreed by the Parties;
  4. shall comply with all applicable international, federal, state and local laws, rules and regulations (including, without limitation, those concerning health, safety, and environmental standards) which bear upon the Contractor’s performance;
  5. shall be brand new and not refurbished or reconditioned, unless expressly agreed in writing by LINK, and
  6. is not restricted for usage by LINK in any way by any pre-existing patents, copyrights, mask work, trademark, trade secrets, or intellectual property, proprietary or contractual right of any third party.
2. The Goods and/or Service supplied is subject to inspection and testing (where appropriate) by LINK at any time and place.
3. In addition to and without prejudice to any other rights of LINK under this Purchase Order, in the event the Contractor fails to deliver the Goods and/or Service or perform the Services in accordance with the agreed timelines or any part of the Goods and/or Service furnished are found to be damaged, defective or otherwise fail to conform to the specifications in this Purchase Order, LINK may in its absolute discretion:
  1. reject the Goods and/or Service in whole or in part and require the Contractor to remove or replace or completely repair the defective parts of Goods or otherwise completely rectify all defects to the Goods and/or Service or make good the damage or carry out such other corrective action as may be required to enable the Goods to conform to the specifications in this Purchase Order, to LINK’s satisfaction, without charge:
  2. require a reduction in price which is equitable under the circumstances;
  3. undertake itself to any repair at the expense and risk of the Contractor; or
  4. claim any damages caused by defects.
4. If the Contractor is unable or refuses to comply with its obligations within a time deemed reasonable by LINK, LINK may terminate this Purchase Order in whole or in part and/or purchase the replacements for the Goods and/or Service elsewhere or rectify or make good any defects or damage in any manner it deems necessary, including but not limited to having defects rectified by other contractors. The Contractor agrees to bear all costs, losses and expenses so incurred by LINK and such costs, losses and expenses may be deducted from any money due to the Contractor under this Purchase Order. During the waiting period for the Goods to be replaced, repaired or remedied or during the waiting period of re-performance of Services, or replacement of deliveries, LINK shall have the right to charge daily interest at a rate of 0.1%, for each day there is an outstanding replacement, repaired or remedied Goods which has not be delivered to the Site. In addition, the expense of transportation of the Goods to the location of and from the location of repair to the intended Site, the Contractor agrees to absorb all risk and cost involved.
TESTING (IF APPLICABLE)
1. It shall be the Contractor’s responsibility to conduct tests on the Goods and/or Service in accordance with the manufacturer’s specifications and/or Specifications and/or such other test procedures which are capable of demonstrating whether the Goods and/or Service complies in all respects with the Specifications and satisfy itself that the Goods and/or Service is safe, reliable and functional and performs in accordance with the Specifications either before or after delivery of the Goods and/or Service (as may be appropriate) to LINK (“Acceptance Tests”). Such test results shall be documented and submitted to LINK if requested by LINK.
2. Upon the Contractor’s delivery of the Goods and/or Service, LINK shall be entitled to carry out tests to determine if the Goods and/or Service conforms to the Specifications and the technical, functional, performance and other requirements and specifications required to be met by LINK (“LINK Acceptance Tests”). LINK shall be entitled to conduct, as part of LINK Acceptance Tests, any and all tests as determined in its sole discretion as well as to determine and/or adopt such procedures, data or criteria (“Test Criteria”) that it deems necessary for such tests, to demonstrate that the Goods and/or Service, whether in whole or in part, complies in all respects with the Specifications.
3. LINK shall be entitled to direct and request the Contractor to prepare the Test Criteria for its approval and the Contractor shall comply with such direction or request. The Contractor shall be responsible for the testing of the Goods and/or Service and shall perform the Acceptance Tests, or where requested by LINK, assist LINK to carry out LINK Acceptance Tests. The Contractor shall perform any additional test(s) requested for by LINK during the testing of the Goods and/or Service where the Contractor’s recommended test(s) are, in the opinion of LINK, inadequate at no additional charge to LINK. The Contractor shall furnish all relevant test reports to LINK after the completion of each test, and LINK shall be entitled to review all relevant tests results.
4. Any Acceptance Test or LINK Acceptance Test shall only be successfully completed if it conclusively demonstrates to LINK that the Goods and/or Service comply fully with the Test Criteria and is in all respects in accordance with the Specifications.
5. LINK reserves the right to conduct the Acceptance Test or LINK Acceptance Test but shall not be obliged to do so.
DOCUMENTATION (IF APPLICABLE)
1. The Contractor shall provide LINK with such manuals, documentation and other materials as may be necessary to allow LINK to understand, access and use the deliverables supplied by the Contractor as part of the Goods and/or Services effectively and efficiently, and such other materials as may be further specified in the Specifications. Without limitation, such material must:
  1. be of a reasonable standard of accuracy, presentation and scope;
  2. be the most current version available; and
  3. contain such information as would reasonably be required by any person wishing to use the end-result/deliverables of the Goods and/or Services.
2. The Contractor’s failure to supply the documentation in accordance with the requirements of Clause 9.1 above and/or those requirements set out in the Specifications shall be construed as an incomplete delivery of the Goods and/or Services.
3. The Contractor may be required to review with LINK any technical recommendations, reports or otherwise as required by LINK.
TRAINING (IF APPLICABLE)
1. The Contractor shall provide training to LINK’s nominated personnel in accordance with the requirements specified in the Specification s and/or such other requirements, to enable LINK to properly and effectively use the Goods and/or Service, as may be agreed between the Parties in writing at no further costs to LINK.
2. The Contractor shall provide adequate training documents, literature and other materials for all trainees attending such training. All training material shall be in clear and properly written English. A complete set of training materials shall be made available to LINK in a soft copy format that is acceptable to LINK. LINK shall have the right to use such materials to conduct internal training. Any costs associated to such training will be absorbed and borne by the Contractor.
COMMISSIONING DATE (IF APPLICABLE)
1. A certificate or other confirmation commissioning the Goods and/or Service will only be issued by LINK upon the following:
  1. successful completion of all Acceptance Tests and LINK Acceptance Tests;
  2. the completion of all obligations required to be completed before commissioning of the Goods and/or Service; and
  3. the receipt by LINK of all Documentation and materials required to be provided by the Contractor to LINK before commissioning of the Goods and/or Service,
    and the Goods and/or Service shall be ready for use by LINK as of the date of such certificate or confirmation (“Commissioning Date ”). LINK shall have absolute discretion not to issue and sign such certificate if the Goods and/or Service as a whole does not perform in accordance with the Specifications or in a manner satisfactory to LINK.
2. The Contractor shall remain liable to LINK in accordance with the terms and conditions contained herein notwithstanding the issuance and signing by LINK of any such certificate, confirmation or document or any payment. Such certificate, confirmation, document or payment shall have no legal effect other than serving as a declaration to the Contractor that LINK is ready to proceed with the next phase of this Purchase Order .
TITLE AND RISK
1. The Title in the Goods shall pass to LINK at the time when the Goods are delivered to the destination and only upon acceptance of the Goods by LINK after inspection or successful commissioning. The Goods shall remain at the Contractor's risk until acceptance by LINK.
WARRANTY PERIOD
1. The Warranty Period shall commence on the Commissioning Date. During the Warranty Period, the Goods shall meet warranty coverage and the standard of performance and requirements specified in the Specifications.
2. During the Warranty Period, the Contractor shall be responsible for the satisfactory and reliable operation of the Goods and guarantees that the Goods supplied complies with LINK’s requirements, including those in the Specifications.
3. During the Warranty Period, the Contractor shall:
  1. provide regular on-site maintenance of the Goods to ensure that the Goods performs in accordance with the Specifications and remains in suitable and optimum operating condition at all times;
  2. where the Goods or any part thereof is functioning or malfunctioning in such manner that it is incapable or is suspected of being incapable of reliably meeting LINK’s operational requirements, or that the Goods or any part thereof is found to be:
    1. defective in design or otherwise whether arising from faulty and inferior system design, coding or otherwise; or
    2. not fit for the purposes or does not meet the standard of performance specified in the Specifications; or
    3. failing to meet any performance guarantees or additional requirements as may be mutually agreed between LINK and the Contractor,
    at the Contractor’s own expense (including but not limited to transportation costs, air freight charges, costs of testing, manufacturing and examination), provide LINK with technical consultations, assistance and advice and commence remedial and corrective maintenance or work on the Goods, whether on-site or otherwise, to replace (if agreed to by LINK) or completely repair the defective parts of the Goods or otherwise completely rectify the defects, and complete the necessary rectification works or implement the necessary resolutions within the times stipulated by LINK, notwithstanding that such rectification may extend beyond or take place after the end of the Warranty Period;
  3. provide, install and test any required software bug fixes, upgrades, patches and anti-virus signature updates to improve functionality or to address problems and defects with the Goods, at no additional cost to LINK;
  4. inform LINK of any known or suspected faults, bugs and defects in the Goods as soon as they are discovered; and
  5. provide LINK with a regular supply of consumables, peripherals, and other supplies necessary for the efficient and optimal use of the Goods in accordance with LINK’s operational requirements.
4. During the Warranty Period, the Contractor shall:
  1. provide all labour and field installable parts required for maintaining the Goods or any part thereof as a result of any defect in the Goods;
  2. maintain accurate and comprehensive records of the history of the Contractor’s maintenance activity for the Goods and each component thereof; and
  3. provide technical support, advice and consultation with respect to any use and/or testing of the Goods scheduled by LINK.
5. The Contractor shall not be relieved of its obligations in this clause 13 until LINK is satisfied that the defects are rectified. Where the Contractor fails to remedy the defects within the time stipulated by LINK, LINK shall be entitled to have the defects rectified by other contractors or purchase replacement parts from other contractors and all costs incurred by LINK in this regard shall be fully borne by the Contractor.
6. LINK shall have the right to extend the Warranty Period if not all defects are fixed by the end of the Warranty Period.
7. The Contractor shall not be relieved of any of its obligations in this clause 13 by reason of the failure of LINK to make inspection or discover any defects or any aspect of the Contractor’s default.
GIFTS, INDUCEMENTS OR REWARDS
1. LINK may terminate the Purchase Order and recover from the Contractor the amount of any loss resulting from such termination, if the Contractor 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 to forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of the Purchase Order with LINK or for showing or forbearing to show favour to any person in relation to any Purchase Order with LINK, or if the like acts shall have been done by any person employed by the Contractor or acting on its behalf (whether with or without the knowledge of the Contractor) or if in relation to any Purchase Order with LINK, the Contractor or any person employed by it or acting on its behalf shall have committed any offence under the relevant provisions prevailing laws 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 relevant provisions of prevailing laws.
SUB-CONTRACTING AND ASSIGNING
1. The Contractor shall not sub-contract or assign the Purchase Order without the written consent of LINK.
FORCE MAJEURE EVENT
1. Neither Party will be liable for any failure or delay in performing any of its obligations under this Purchase Order if and to the extent the failure or delay is directly due to one of the following: fire, flood, elements of nature, acts of God, health epidemics declared by the World Health Organisation, acts of war, terrorism or civil unrest, industrial action or any other similar events beyond its reasonable control which affects the general public (each a “Force Majeure Event”) provided that the Party affected by the Force Majeure Event is without fault and the failure or delay could not have been prevented by reasonable precautions.
2. Subject to the Party who has been delayed promptly telling the other Party in writing of the reasons of the delay and the likely duration of the delay; and using reasonable efforts to perform its obligations under this Purchase Order or to mitigate the impact of its non-performance, notwithstanding the Force Majeure Event, the performance of that Party's obligations will be suspended during the period that those circumstances persist and that Party will be granted an extension of time for performance equal to the period of the delay.
3. If the Force Majeure Event shall continue for a period exceeding thirty (30) days or the extension of time granted under this clause exceeds thirty (30) days in the aggregate, either Party may terminate this Purchase Order by giving seven (7) days' prior written notice to the other Party without being liable therefore in damages or compensation.
REPLACEMENT AND NUMBER OF PERSONNEL (IF APPLICABLE)
1. Without prejudice to LINK’s other rights under this Purchase Order , LINK may issue a written notice to the Contractor that any or all of its employees, consultants, sub-contractors, suppliers and agents (collectively “Personnel”) of the Contractor, in LINK’s sole determination, are technically incompetent in performing the obligations of the Contractor under this Purchase Order .
2. The Contractor shall replace the said Personnel within seven (7) days from the date of such written notice from LINK.
3. The Contractor shall seek prior written approval to increase or decrease the level of resources dedicated to the Personnel in order to perform the required Specifications, of which such approval shall not be unreasonably withheld by LINK, provided always such variation shall not impact the Goods and/or Services delivery.
NOTICE OF DEFAULT
1. In addition to and without prejudice to any other rights of LINK under this Purchase Order , if the Contractor breaches any of the terms and conditions in this Purchase Order , LINK may in its absolute discretion, issue a notice of default to the Contractor informing the Contractor of its default. The Contractor shall, within seven (7) days of the date of the notice of default, remedy the default. If the Contractor fails to do so, LINK shall have the right to terminate the Purchase Order or cancel any part thereof by way of a notice of termination without LINK being liable therefor in damages or compensation. The said termination shall take effect from the date of the notice of termination.
RIGHT OF TERMINATION
1. Without prejudice to LINK’s other rights under this Purchase Order , LINK shall be entitled to terminate this Purchase Order immediately by written notice to the Contractor in the following circumstances:
  1. if the Contractor commits any breach of the terms and conditions of this Purchase Order and fails to remedy the same within a period of seven (7) days from the Contractor’s receipt of LINK’s written notice giving particulars of the breach and requiring it to be remedied;
  2. any mortgagee, chargee or encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Contractor;
  3. the Contractor makes any voluntary arrangement with its creditors or becomes subject to an administration;
  4. an order of court is made to wind up the Contractor or to place it under judicial management or a resolution is passed by the members of the Contractor for its winding up or liquidation;
  5. any distress or execution is levied or enforced in relation to any of the assets of the Contractor; or
  6. the Contractor ceases to carry on business or becomes insolvent.
2. LINK shall be entitled to terminate the Purchase Order in respect of all or part only of the Goods and/or Services by providing reasonable sum for and accepted delivery of all finished Goods manufactured by the Contractor and any Services rendered up to the date of termination. For the avoidance of doubt, LINK may terminate the Purchase Order without cause at any time and without being subject to any liability for any damages.
CONSEQUENCES OF TERMINATION
1. In the event of termination under this Purchase Order for any reason:
  1. the Contractor shall cease work forthwith or as soon as practicable and without undue delay, take such steps that are necessary to bring an end to the Services which are terminated and to reduce expenditures to a minimum. LINK shall not be obliged to make any payment in respect of or incidental to work which the Contractor has not yet proceeded with at the date of termination;
  2. the Contractor shall refund to LINK on a pro-rata basis, all payments made in advance or previously paid to the Contractor under this Purchase Order for the periods for which the relevant Services have not yet been carried out under this Purchase Order provided always that such refunds as aforesaid shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to LINK as a result of the termination of this Purchase Order due to the Contractor’s breach; and
  3. LINK shall have the right to purchase from other sources any part of the Goods which is defective at the time of termination or a similar Goods if it remains undelivered at the time of termination and similar Services which have not been performed, and in the event of termination of this Purchase Order for cause by LINK, any increased costs shall be deducted from any moneys due or to become due to the Contractor or shall be recoverable as damages.
2. The expiry or earlier termination of this Purchase Order for any reason by any Party shall not relieve the Parties of their obligations hereunder including warranties, remedies, promises of indemnity and confidentiality (where applicable) which by their nature survive such expiration or termination.
CONFIDENTIALITY AND DATA PROTECTION
1. As between the Parties, LINK Information shall be and remain the sole and exclusive property of LINK.
2. LINK shall have full discretion in determining the scope, extent and type of information which it wishes to disclose to the Contractor for or in connection with this Purchase Order (which information will comprise the LINK Information).
3. The Contractor shall upon the expiry or termination of this Purchase Order (howsoever occasioned) or upon the written request of LINK, within 14 days, return to LINK or destroy (as LINK may direct) at the Contractor’s own cost and expense, all materials containing LINK Information and copies thereof in the Contractor’s and/or its subcontractors’ custody, possession or control and shall certify to LINK that no copies thereof have been retained.
4. In relation to LINK Information, the Contractor shall:
  1. comply with all LINK security policies, standards, requirements and specifications, as updated by LINK in writing from time to time, with respect to safeguarding LINK Information;
  2. provide appropriate equipment and software to implement security solutions in accordance with LINK’s standards and requirements;
  3. segregate all LINK Information from that of any third party, including any other client of the Contractor;
  4. give access to LINK Information only to the subcontractors and Contractor personnel on a ‘need to know’ basis and the procure that such subcontractors and Contractor personnel (1) are informed of the confidential nature of LINK Information; (2) hold and use LINK Information in confidence; and (iii) undertake to comply with the obligations relating to LINK Information under this Purchase Order;
  5. not modify, amend, alter, delete, publish or disclose LINK Information to any Third Party, nor allow any Third Party to process LINK Information on the Contractor’s behalf unless LINK has given its prior written consent;
  6. establish and maintain safeguards against the:
    1. unauthorised, accidental or unlawful access, disclosure, use or processing;
    2. destruction, corruption, interference, loss, modification, amendment or alteration; or
    3. other misuse,
    of LINK Information in the custody, possession or control of Contractor or its subcontractor that are no less rigorous than the most rigorous practices of LINK and Contractor, for similar types of information;
  7. ensure that LINK Information provided to it in connection with this Purchase Order is stored or recorded accurately;
  8. as soon as the Contractor becomes aware of any breach or potential breach of security relating to or including LINK Information or any unauthorised collection, disclosure, use or loss of LINK Information (1) promptly and in no event later than 24 hours after it becoming aware of such breach or potential breach, notify LINK of the same in writing; and (2) comply with LINK’s then-current data protection reporting processes in accordance with LINK’s instruction at the relevant time including without limitation providing LINK with full details of, and investigate and assist LINK in investigating the same. LINK’s data protection reporting processes at the time of this Purchase Order is set out as Annex A of these Terms and Conditions;
  9. co-operate with LINK in any investigation or litigation against third parties deemed necessary by LINK to protect the interests of LINK or LINK’s rights in the LINK Information; and
  10. from time to time on request by LINK, the Contractor will do or procure the doing of all such acts and execute or procure the execution of all such documents as LINK may consider necessary or desirable for compliance with PDPA and any data protection legislation.
5. Except with the prior written consent of LINK, the Contractor shall not disclose the Purchase Order or any purchases made in this Purchase Order or any provisions/terms thereof or any information or Personal Data issued or furnished by or on behalf of LINK in connection therewith to any person not employed by the Contractor.
6. In addition to the foregoing, the Contractor shall not make use of any information or Personal Data obtained directly or indirectly from LINK or compiled or generated by the Contractor in the course of this Purchase Order which pertains to or is derived from such information, other than use for the purposes of this Purchase Order, without the prior written consent of LINK.
7. The Contractor shall not publish or release, nor shall it allow the publication or release of, any news item, article, publication, advertisement, prepared speech or any other information or material pertaining to any part of the obligations to be performed under the Purchase Order in any media without the prior written consent of LINK.
8. The Contractor shall not use the name, logo or trademarks of LINK, or any abbreviation thereof, without the prior written consent of LINK.
9. To the extent that the Contractor has access to or receives Personal Data from LINK:
  1. The Contractor represents and warrants to LINK that it has at all times complied with the requirements of the Personal Data Protection Act of Singapore 2012 (“PDPA”) in respect of the Contractor’s collection (if applicable), use, processing, disclosure (if applicable), protection, retention and other handling of such Personal Data, and the Contractor undertakes to continue to comply with the aforesaid requirements of the PDPA in respect of such Personal Data;
  2. The Contractor shall not transfer any such Personal Data outside Singapore without the written consent of LINK; and
  3. If any Singapore telephone number which forms part of the Personal Data is proposed to be used as the addressee of a voice call, fax or text message (including SMS/MMS, or through any data service) in the provision of Services, the Contractor represents and warrants to LINK that such Singapore telephone number shall be used for such purpose only if: (i) the message to be sent is not a "specified message" as defined in the PDPA; or (ii) the prior written consent of the relevant recipient has been obtained.
10. To the extent that the Contractor discloses Personal Data to LINK, the Contractor undertakes to LINK that, by the time of such disclosure:
  1. the Contractor will have obtained all the necessary consents from the relevant individuals to whom the Personal Data relates, for the disclosure of their Personal Data to LINK for LINK’s collection, use and/or disclosure for the purposes of this Purchase Order; and
  2. such consents have not been withdrawn.
11. The Contractor shall permit LINK designees (subject to reasonable and appropriate confidentiality undertakings) access to its premises, records, and data protection processes, and to those of its subcontractors; to audit the Contractor’s compliance with its obligations under this Clause 21, including allowing such access immediately in the event of any data protection breach. Each such audit shall be carried out at LINK’s cost and expense unless any unreported data protection breach is uncovered in the course of such audit in which case the relevant audit will be at the Contractor’s cost and expense.
12. This Clause 21 shall survive the expiration or termination of this Purchase Order.
VARIATION OF TERMS
1. No variation whether oral or otherwise in the terms of this Purchase Order shall apply thereto unless such variation shall have first been expressly accepted in writing by the Contractor and the authorised Purchase Order signatory of LINK.
TAXES, FEES AND DUTIES
1. The Contractor shall be responsible for all corporate and personal income taxes, customs fees, duties, fines, levies, assessments and other taxes payable under the laws of Singapore by the Contractor or its employees, in carrying out its obligations under the Purchase Order .
2. If LINK receives a request from the tax authorities to pay on behalf of the Contractor and/or the Contractor's employees, or to withhold payments from the Contractor in order that LINK may subsequently so pay, any of the abovementioned taxes, fees, duties, fines, levies and assessments, the Contractor hereby authorises LINK to comply with the terms of the said request.
GOVERNMENT REGULATIONS
1. The Contractor shall, at its own costs, obtain and maintain all licences and authorisations, including export licences and permits and other governmental authorisations or certification required without any restrictions or qualifications whatsoever so as to enable the Contractor to fulfill all its obligations under the Purchase Order .
INDEMNIFICATION
1. The Contractor agrees that it will indemnify and keep indemnified LINK, its officers, employees, agents and representatives from and against all claims, cost, damages, debt, expense, liability, loss, suit, action, demand, cause of action, proceeding or judgment of any kind which are made or brought against or suffered or incurred by LINK and arise directly and/or indirectly out of or in connection with any act or omission or otherwise in the performance of this Purchase Order by the Contractor.
2. In the event of LINK (including for this purpose every officer and agent thereof) being held liable for damages arising out of any claim by any workman or employee employed by the Contractor in and for the performance of the Purchase Order , the Contractor shall indemnify LINK, its officers or agents against such claim and any costs, charges and expenses in respect thereof PROVIDED the same is not caused by the gross negligence or willful default of LINK, its officers or agents.
APPLICABLE LAW AND DISPUTE RESOLUTION
1. This Purchase Order shall be governed by Singaporean law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Purchase Order shall be referred to the Singapore International Arbitration Centre (“SIAC”), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the parties (the “Arbitrator”). If Parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of the SIAC in accordance with the Rules. The seat and venue of the arbitration shall be Singapore, in the English language and the fees of the Arbitrator shall be borne equally by the Parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.
INTELLECTUAL PROPERTY
1. All intellectual property rights in any materials or documents created or commissioned by the Contractor for LINK pursuant to and/or for the purpose of delivering the Goods and/or performing the Services under this Purchase Order (“Commissioned Materials”) (if any) shall belong to LINK. Commissioned Materials include scripts, objects, routines, sub-routines, programme utilities, file structures, object codes, source codes, coding, designs, graphics and content, and shall also include any and all updates and modifications to the foregoing.
2. The Contractor shall do all things necessary to effect the necessary transfer, assignment or other assurance for the intellectual property rights in all Commissioned Materials to vest in LINK when called upon by LINK to do so. The Contractor further warrants that it shall have the authority to effect the necessary transfer, assignment or other assurance as aforesaid.
3. Where the Contractor is the owner of any pre-existing intellectual property rights included in the production of any of the Commissioned Materials (“Contractor’s IP”), the Contractor hereby grants to LINK a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use the Contractor’s IP for LINK’s own purposes and/or in connection with LINK’s business.
4. Where Third Party content comprising pre-existing intellectual property rights is included in the production of any of the Commissioned Materials, the Contractor shall negotiate a grant of the required usage rights at either no additional charge or pre-agreed cost to LINK.
COMMUNICATIONS/NOTICES
1. All notices or other communications required or permitted to be given or made in connection with this Purchase Order shall be in writing in English and delivered personally or sent by registered post or courier to the Party at the address set out in the Purchase Order or such other address as a Party may substitute from time to time by giving notice to the other Party in writing.
AUDIT
1. LINK shall, during the term of this Purchase Order and for the 12 months after the full performance of this Purchase Order, be entitled to audit and/or investigate:
  1. the Contractor’s compliance of its obligations under the Purchase Order;
  2. the validity of the Contractor’s certifications, service marks and/or trust marks;
  3. the Contractor for any suspected unauthorized leakage of information that was provided by, or on behalf of, LINK to the Contractor (including but not limited to Personal Data) that may be linked to the Contractor;
  4. the Contractor to verify any representations made by the Contractor to LINK in respect of the Contractor’s capabilities to perform the Contractor’s obligations under the Purchase Order;
  5. the cyber security measures put in place by the Contractor and their corresponding robustness for the purposes of assessing that the Contractor has implemented sufficient cyber security measures; and
  6. the Contractor in accordance with any audit plan as may be set out in the Purchase Order or as may be mutually agreed between the Parties.
2. The Contractor shall render, and shall procure that its respective officers, directors, employees, representatives, contractors or agents render, full cooperation to and provide full access to all relevant information, documents, records, premises, furnishing (including lockable cabinets), and information technology systems within the deadlines required by LINK to LINK’s appointed representatives in such audit or investigation. The Contractor shall provide access to and the use of the Contractor’s telephone, facsimile services, utilities, office-related equipment, and duplicating services as LINK’s appointed representatives may reasonably require to perform such audit and/or investigation.
3. LINK will reasonably endeavor to conduct the audit in a manner that does not unduly disrupt the Contractor’s operations.

Annex A

LINK Data Protection Reporting Processes

The Contractor will notify LINK both orally and in writing, as promptly as possible under the circumstances and without unreasonable delay, of any Security Breach involving any Personal Data no later than 24 hours upon discovery. As used herein, “Security Breach” is defined as any event involving a known, actual, or suspected compromise of the security, confidentiality or integrity of the customer Personal Data of LINK, including but not limited to any loss or unauthorized access except where such Security Breach is due to the sole fault of a customer.

The Contractor will use commercially reasonable efforts to contain such a breach and provide the LINK with a detailed timeline and description of the Security Breach, the type of data that was the subject of the Security Breach and the corrective action taken to respond to the breach and, upon two (2) Business Days prior written request, will provide access to LINK to investigate such breach, if required.

The Contractor agrees to take action immediately, at its own expense, to investigate the Security Breach, to take all commercially reasonable actions to identify, prevent, and mitigate the effects of any such Security Breach, and to carry out any recovery or other action (e.g., providing credit monitoring services) necessary to remedy the Security Breach and prevent any further incidents .

The Contractor undergoing the Security Breach shall make commercially reasonable efforts to give LINK a reasonable opportunity to consult in advance on any filings, communications, notices, press releases or reports related to any Security Breach, but the final decision on their contents shall belong to LINK.

The Contractor will reimburse LINK on demand for all reasonable Notification Related Costs incurred by LINK arising out of or in connection with any such Security Breach resulting in a requirement for legally required notifications. “Notification Related Costs” shall include LINK internal and external costs associated with addressing and responding to the Security Breach, including but not limited to: (a) preparation and mailing or other transmission of legally required notifications; (b) preparation and mailing or other transmission of such other communications to customers, agents or others as LINK deems reasonably appropriate; (c) establishment of a call centre or other communications procedures in response to such Security Breach (e.g., customer service FAQs, talking points and training); (d) legal and accounting fees and expenses associated with LINK investigation of Security Breach.