1. Introduction
1.1. These General Terms and Conditions and incorporated appendices (the “GTC”) are entered into by Customer (as defined according to the Section 2 of the GTC) and eInvoice.sg Pte Ltd, a company registered under number 201904946H in Singapore, having its registered office at 531A Upper Cross Street #04-95, Hong Lim Complex, Singapore 051531 (“eInvoice.sg”).

1.2. The Customer acknowledges that the GTC may change from time to time and agrees to follow the applicable GTC at any time. If the Customer does not agree to such changes, the Customer is entitled to terminate the Agreement. Customer must notify eInvoice.sg thereof within (30) days from the receipt of such change notification.

1.3. The following appendices are incorporated into the GTC and thus constitute an integral part of the GTC:
a) GTC Appendix 1 ‐ Authorization for outsourced e‐invoice issuance and validation
b) GTC Appendix 2 ‐ Authorization for outsourced e‐invoice issuance where an electronic signature is applied
c) GTC Appendix 3 ‐ Authorization for outsourced signature validation

 

2. Customer
2.1. For any new co‐operation (the “New Agreement”): The Customer is the organization stated in the electronic application, uniquely identied by its UEN-number.

2.2. For any extension of existing co‐operation, i.e. adding a new User Account under an already existing Agreement (the “Agreement Extension”): The Customer is the organization that has been defined in the electronic application, uniquely identied by its UEN-number.

2.3. For the purpose of these GTC, wherever the term Customer is used it also includes Customer’s authorized users.

 

3. Agreement acceptance 
3.1. For new agreements ‐ according to the terms outlined in the contract.

3.2. For online agreement and agreement extensions – acceptance in the eInvoice.sg Portal.

3.3. Irrespective of the way of acceptance, Customer agrees to comply with all the terms and conditions of the MSA, including all appendices.

3.4. In the event, the Agreement has already been concluded between the Customer’s authorized representative and eInvoice.sg and is still in force, while this MSA is being accepted online by a new end user of the Customer, only sections 4, 7‐16, 22‐26, 28 and 30 of the GTC are applicable to the individual end user. For the avoidance of doubt, where there is no existing Agreement in place between the Customer and eInvoice.sg, the MSA is considered to be accepted as a whole with no exceptions.

 

4. Definitions
“Admin User Account” means the User Account created in the eInvoice.sg portal by or on behalf the authorized representative of Customer in connection with concluding the Agreement with eInvoice.sg.

“Agreement” means the MSA and, as the case may be, Proposal, Professional Services Agreement (the “PSA”), Service Level Agreement (the “SLA”), and other appendices and addendums. These documents are available at www.eInvoice.sg/agreements and it is the most recent version which is binding for the Customer.

"Affiliate" means a company, corporation or other entity which directly or indirectly controls, is controlled by or is under common control with, a Party to this Agreement. 

“Business Day” means any day which is not Saturday or Sunday, or a public holiday in Singapore.

“Change Request” means a process or a form under which the Customer requests eInvoice.sg to implement new or amend existing Software Services.

“Customer Contact Data” means any kind of Personal Data that can be linked directly or indirectly to a natural person who is Customer’s employee or otherwise represents Customer towards eInvoice.sg or uses or administrates eInvoice.sg Online on behalf of Customer.

“Customer Data” means the data Customer is processing via eInvoice.sg Online, such as E‐messages and their content, payment files or user account details.

“e‐Invoice” means a document or dataset that can be considered an invoice under applicable legislation and which has been issued and/or received in any electronic format.

“e‐Message” means for the purpose of this Agreement an electronic business document exchanged between the Trading Partners, including but not limited to electronic orders, order confirmations, dispatch advises, delivery confirmations, electronic invoices, reminders and payment files.

“Tax e‐Invoice” means the e‐invoice which is allowed to be used for the tax purposes by the Trading Partners as opposed to an e‐invoice copy.

“eInvoice.sg Portal” means the online portal provided by eInvoice.sg (Access Point and cloud-based User Front-End), including but not limited to any related materials and documentation and services developed, modified and/or owned by eInvoice.sg.

”eInvoice.sg Partner” is a third party collaboration partner to eInvoice.sg, setting up and/or managing accounts in the eInvoice.sg portal on behalf of Customer(s) under a separate agreement between Customer and the eInvoice.sg Partner.

“Personal Data” means any kind of information that can be linked directly or indirectly to a natural person.

“Professional Services” means provided professional services as defined in the Proposal or a Change Request, including but not limited to help desk and support.

“Proposal” means a proposal regarding the provision of Professional and Software Services.

“Recipient” means a party receiving an invoice or other electronic document, usually the buyer.

“Sensitive personal data” means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, data concerning a natural person's sex life or sexual orientation or Personal Data relating to criminal convictions and offences or related security measures. 

“Services” means Professional and Software Services collectively. 

“Software Services” means provided software services as defined in the Proposal or a Change Request, including but not limited to eInvoice.sg Online. 

“Supplier” means an organization that supplies goods or services to buyer and that may be obligated to issue and store an Invoice, as well as, where applicable, to report, account for, and pay output VAT. “Trading Partner” means either Supplier or Recipient, who together are referred to as “Trading Partners”.

“User Account” means a logged‐in environment within the eInvoice.sg Portal through which the Customer’s representative have access to E‐messages distributed or received via eInvoice.sg’s network, as well as ordered Customer specific settings.

 

5. Authorization
Customer confirms and authorizes eInvoice Pte Ltd, registered in Singapore, to register for a Peppol Identity and undertake transmission/routing of E-Invoices for and on behalf of the customer.

 

6. Grant of license
6.1. Subject to the terms and conditions of the Agreement, eInvoice.sg hereby grants Customer a non‐exclusive, non‐transferable and non‐sub licensable license to use the ordered Software Services solely within Customer’s business during the Agreement Period. eInvoice.sg reserves all rights not expressly granted.

6.2. During the license period, Customer has the right to use the Software Services for the agreed volume of e-Invoices per year as specified in the proposal. If no such specification is made, the right to use eInvoice.sg services is limited to a maximum of 500 documents per month for a period of one calendar-year.

6.3. Software Services are provided as standard solutions but may be adapted in order to be integrated with a Customer’s ERP system or similar. Unless otherwise agreed, only eInvoice.sg or a company appointed by eInvoice.sg may conduct such adaptations. Any such adaption shall be owned by eInvoice.sg and will be included in the Software Services. Subject to the terms and conditions of the Agreement, eInvoice.sg hereby grants Customer a non‐exclusive, non‐transferable and non‐sub licensable license to use such adaptions solely within eInvoice.sg’s e-Invoice services and within Customer’s business, during the Agreement Period.

6.4. eInvoice.sg’s standard delivery does not automatically include new features and/or solutions in the Software Services.

 

7. Payment and remuneration conditions 
7.1. Unless otherwise have been agreed between the Parties, payment shall have been made no later than twenty-one (21) days after the invoice date.

7.2. In event of delay in payment, eInvoice.sg shall be entitled to charge interest on any overdue amount from the due date until the date of payment at the rate determined by applicable late payment interest legislation. 

7.3. eInvoice.sg reserves the right to suspend Customer from the Services, in whole or in part, if Customer does not make timely payments, or if Customer commits any other breach of the Agreement.

7.4. For all Software and Transaction Services, the annual license fees will be invoiced in advance, however, not earlier than the Agreement Date, and transaction fees in arrears.

7.5. Professional Services will be invoiced monthly in arrears. Unless expressly exempted in this MSA, the agreed hourly rates for Professional Services shall apply for all work performed by eInvoice.sg for the Customer, including but not limited to (i) change requests, (ii) work resulting in breach of Customer’s responsibility (iii) support services, (iv) general consulting. 

7.6. eInvoice.sg’s regular hourly rate applies to the performance of Professional Services during Ordinary Working Hours (as defined further in this paragraph), while for Overtime 1 – multiplication factor 1,5 is applied and for Overtime 2 – multiplication factor 2 is applied:
a) Ordinary Working Hours:
•    Weekdays, except Saturday and Sunday, 09 AM ‐ 06 PM Singapore Time
1.    Overtime 1:
o    Weekdays, except Saturday and Sunday, 06 AM ‐ 08 AM and 06 PM – 8 PM Singapore Time
2.    Overtime 2:
o    08 PM ‐ 06 AM Singapore Time, and Saturday and Sunday
o    Customer will reimburse eInvoice.sg for verified expenses for travel, accommodation and subsistence incurred by eInvoice.sg in the performance of the Services provided that the expenses have been approved by Customer beforehand. Such expenses will be invoiced monthly in arrears.
o    sg has the right to unilaterally adjust existing or add new fees. In this case, eInvoice.sg shall inform Customer of any such adjustments no later than three (3) months before the change(s) come into force. If Customer does not agree to such changes, Customer is entitled to terminate the Agreement. Customer must notify eInvoice.sg thereof within (30) days from the receipt of such change notification.

 

8. eInvoice.sg’s responsibilities
8.1. eInvoice.sg shall starting from the agreed start date to provide Software Services according to the Proposal or Online Offer.

8.2. eInvoice.sg reserves the right to undertake changes to the Software Services but shall inform Customer without undue delay of any material changes to Software Services affecting Customer.

8.3. eInvoice.sg shall offer standard updates or bug fixes of the Software Services during the Agreement Period and make such available to Customer without any additional charge.

 

9. Customer’s responsibilities
The Customer undertakes to:

1. ensure that the environment integrated with or otherwise used by the Customer is updated according to the, at the applicable time, instructions provided by eInvoice.sg (in case of on-premise connector software installed and used).

2. ensure that all instructions provided by eInvoice.sg are followed,

3. be solely responsible for any backup of Customer Data,

4. ensure that the Customer Data passed through Software Services is free from any viruses and, or other similar harmful software and can have in no way a negative effect on eInvoice.sg or its Software Services,

5. not attempt to use the Software Services with crawlers, robots, data mining or extraction tools other than those provided by eInvoice.sg.

6. ensure that Customer Data in eInvoice.sg-portal is provided according to, at that time applicable, eInvoice.sg’s instructions and recommendations,

7. ensure that log‐in credentials to the User Accounts are kept safe and that and all times sufficient security protocols and procedures are followed when eInvoice.sg is used,

8. appoint a physical person (officer) for receiving the Log‐in details for eInvoice.sg, and keep eInvoice.sg informed of the contact details to that person,

9. be solely responsible for the communication between Customer and eInvoice.sg, including ensuring that Customer has the necessary equipment and software applications or access points to access and use eInvoice.sg, as communicated by eInvoice.sg to Customer from time to other, and

10. update and correct information that has been submitted through eInvoice.sg including but not limited to the User Accounts and ensure that it is accurate at all times (outdated information may result in a User Account being blocked or otherwise invalidated).

 

The Customer undertakes to not:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Services in any form or media or by any means, or

2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human‐perceivable form all or any part of the Software Services, or

3. access all or any part of the Software Services in order to build a product or service which competes with the Software Services, or

4. use the Software Services to provide services to third parties, unless otherwise explicitly agreed with

5. sg, or

6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software Services available to any third party, or

7. attempt to obtain, or assist third parties in obtaining, access to the Software Services and/or any related documentation.

8. The Customer shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Software Services and, in the event of any such unauthorized access or use, promptly notify eInvoice.sg or its Affiliates.

 

Customer has full responsibility for the following aspects of e‐Message:

1. Timely delivery of the e‐Message, especially payment instructions, to eInvoice.sg if certain time frames, e.g. bank holidays, must be observed,

2. Customer is solely responsible to ensure that the content of the exchanged e‐Messages is correct and complete, and that the e‐Message otherwise fulfills the legal requirements,

3. the right payment authority for VAT and any other applicable tax is used on e‐Messages according to applicable laws,

4. Customer has implemented and follows tailored business control processes, e.g. creation, issuance and receipt of invoices, credit notes, corrective invoices, etc.,

5. special requirements regarding self‐invoicing (self‐billing) and other indirect invoicing processes, are followed and complied with.

•    Customer, when acting as the Recipient of an e‐Messages transaction, obliges itself to receive e‐Messages in an electronic form and to treat these electronic documents as Tax e‐Invoices for tax purposes, where applicable.
•    Customer acknowledges and confirms that they are fully liable towards the tax authorities for the einvoice, GST and other tax related consequences. Among other things, Customer is fully responsible for reporting and paying GST and other taxes as appropriate in the same way as if the e‐Invoice had been issued directly by Customer. Outsourcing of e‐Invoice issuing or validation functions does not lead to any change of liability when it comes to Customer’s tax or accounting law obligations.
•    In respect of the payment instructions, Customer is responsible for activating the file approval service in eInvoice.sg if the file is automatically processed (without approval in the bank interface) in the bank/clearing house (optional service).

 

10. Error management in eInvoice.sg Online
Through eInvoice.sg, eInvoice.sg receives and delivers e‐Messages between Trading Partners. eInvoice.sg will notify Customer of any failure in delivering any e‐Message, regardless of the reason, by sending a notification in eInvoice.sg, an e‐mail, or other agreed communication channel. Such notifications will be sent as soon as the failure is detected by eInvoice.sg. Thereafter Customer is responsible for taking appropriate actions.

 

11. Originals management
11.1. Unless otherwise agreed between the Trading Partners and explicitly communicated to eInvoice.sg, eInvoice.sg will have the right to determine the Tax Invoice and its format, according to the applicable regulations or otherwise best e‐Invoicing and where applicable other e‐Messaging practice in the given industry.

11.2. eInvoice.sg will ensure appropriate document labelling in eInvoice.sg.

11.3. Any print‐outs from eInvoice.sg Online shall constitute copies and shall be marked as such.

11.4. The invoice received via eInvoice.sg shall constitute the Tax e‐Invoice.

 

12. Duplicate control
Customer acknowledges and agrees that eInvoice.sg in order to perform its Services, or if requested or otherwise ordered by the Customer, has the right to perform necessary duplicate control of e‐Invoice and where applicable other e‐Message numbering, i.e. that the same e‐Invoice and where applicable other eMessage identification number has not already been used during the same fiscal year.

 

13. Format, content and code list conversions
Customer acknowledges and agrees that eInvoice.sg in order to perform its Services, or if requested or otherwise ordered by the Customer, has the right to perform necessary conversions of the format as well as the content of the e‐Messages and invoice data exchanged between the Trading Partners in order to ensure among others the correct delivery and originals management of e‐Messages. 

 

14. Content validation
Customer acknowledges and agrees that eInvoice.sg in order to perform its Services, or if requested or otherwise ordered by the Customer, has the right to perform necessary content validation, e.g. control whether the mandatory data fields lack input, in order to ensure conformity of e‐Invoices or, as the case may be, other e‐Messages with the legislation as well as the Recipients’ requirements.

 

15. Content enrichment
Customer acknowledges and agrees that eInvoice.sg in order to perform its Services, or if requested or otherwise ordered by the Customer, has the right to perform necessary content enrichment, e.g. add missing data elements, in order to ensure conformity of e‐Invoices or, as the case may be, other eMessages with the legislation as well as the Recipients’ requirements.

16. Outsourcing authorizations
16.1. Where required and allowed by the local regulations, Customer, entitles eInvoice.sg or, as the case may be, eInvoice.sg’s subcontractors to perform certain services in the name or on behalf of Customer. 

16.2. Details of such authorizations are stated in appendices to the GTC.

16.3. If it is necessary for compliance with applicable legislation, Customer agrees to sign further documentation as necessary to enable eInvoice.sg to provide its Services.

16.4. Customer acknowledges and agrees that the authorizations and other rights under this Agreement and its appendices have been provided to eInvoice.sg merely for the purpose of enabling correct E‐message handling and issuance of electronic invoices.

 

17. Data Export
17.1. Customer may at any time request a Customer Data export from eInvoice.sg or, as the case may be, the archiving service. eInvoice.sg will assist Customer with providing such exports in accordance with current hourly fees (optional service).

17.2. Customer has been informed and confirms that when exports of Customer Data from eInvoice.sg are requested only data from the last ninety (90) days will be available.

 

18. eInvoice.sg Free Webportal
Customers using eInvoice.sg’s Free Webportal acknowledge and agree that the initial 500 transactions per month (inbound and outbound calculated together) will be free of charge, thereafter eInvoice.sg reserves the right to charge a fee per transaction S$ 0.16 per transaction, to be invoiced in Singapore Dollars, unless otherwise stated in the Proposal.

 

19. Intellectual property rights and know‐how
19.1. eInvoice.sg retains all ownership and intellectual property rights to anything developed or modified by eInvoice.sg or its Affiliates and provided to, or accessed by, Customer. 

19.2. Customer retains all ownership and intellectual property rights related to their software, content or data.

19.3. After termination of the Agreement, Customer undertakes to immediately remove and destroy all provided Log‐in details, documentation and similar materials of eInvoice.sg and its Affiliates.

 

20. Third‐Party Terms
20.1. Customer acknowledges that eInvoice.sg’s Software Services may contain software (including open source software) distributed under third party agreements (“Third‐Party Components”), which contain terms regarding the rights to use certain portions of Software Services (“Third‐Party Terms”). 

20.2. Such Third‐Party Components may require notices or acceptance of additional terms and conditions. Such notices or additional terms and conditions can be obtained by visiting www.eInvoice.sg/third‐party components and are incorporated by reference into this agreement.

20.3. Should the Third‐Party Terms conflict with the GTC the Third‐Party Terms shall take precedence over the GTC.

20.4. eInvoice.sg is not responsible for updating or maintaining such Third‐Party Components or for technical errors such as bugs or similar.

 

21. Subcontractors 
21.1. Customer acknowledges and agrees to eInvoice.sg and its Affiliates may engage subcontractors for performance of ordered Services without any notification to or approval from Customer.

21.2. eInvoice.sg bares full liability towards Customers for the performance of each subcontractor or supplier that it engages.

22. Confidentiality
22.1. Each Party undertakes during the Agreement Period and five (5) years thereafter to not disclose, without written consent from the other Party, any information regarding, or connected to, the other Party that can be considered confidential information and/or business secrets, regardless of if the information is specifically marked as confidential or not. Information regarding price lists and price models provided by eInvoice.sg shall at all times be considered business secrets and confidential.

22.2. The Customer shall, upon becoming aware of any unauthorized disclosure of such information, promptly notify eInvoice.sg of such event, and provide reasonable assistance to eInvoice.sg Group in rectifying such unauthorized disclosure.

22.3. The confidentiality undertaking is not applicable for information which the Party can prove is or has become common knowledge, without any breach of this Agreement. Nor is the confidentiality undertaking applicable if a Party is obliged by law to reveal such information. In such event, the Party revealing the information shall, prior to revealing the information, inform the other party of the request if not prevented from doing so by, at the time applicable, legislation. 

22.4. If Customer has received access to eInvoice.sg through a eInvoice.sg Partner and/or a eInvoice.sg Partner manages Customer’s eInvoice.sg account, Customer consents to eInvoice.sg disclosing Customer Data to the Partner. 

22.5. eInvoice.sg and the eInvoice.sg Partner may use anonymized Customer Data and data aggregated with other customer’s data for enhancing the Services and for statistical and marketing purposes.

22.6. The Parties shall by confidentiality agreement, or other corresponding actions, assure that the confidentiality undertakings, according to the Agreement, are followed by employees, consultants, subcontractors and others performing under or in connection to the Agreement.

22.7. eInvoice.sg may use the Customer’s name for marketing purposes

 

23. Personal Data Protection
23.1. Handling of Personal Data 

1. The Parties agree and acknowledge that Customer will act as data controller and eInvoice.sg as data processor in respect of Personal Data processed under this Agreement, except of what is stated regarding Customer Contact Data which is outlined below. Customer is responsible for ensuring that their instructions to eInvoice.sg regarding the processing of personal data constitutes suitable measures for protection of personal data according to applicable personal data legislation.

2. Customer is solely responsible for establishing the purposes of and means for eInvoice.sg’s (or its subcontractor’s, as appropriate) handling of personal data in connection with eInvoice.sg.

3. Additional provisions regarding the handling of personal data are defined in the Data Protection Agreement.

 

23.2. Handling of Customer Contact Data

1. The Parties agree and acknowledge that they will both be acting independently as data controllers in respect to the Contact Data processed by them, respectively pursuant to the Agreement and that

2. sg will be the data controller in respect to any Customer Contact Data received from Customer.

3. sg will electronically process personal data pertaining to the contact persons of Customer, such as contact information, in order to provide Customer with the Services and to administer the business relationship with Customer. The data may also be used for statistical analysis and business reporting purposes and to comply with applicable laws and regulations. eInvoice.sg may disclose the information to its Affiliates, which may also use the information for the purposes described herein. Registered persons have, upon written request, right to access the data related to them. They also have the right to rectify such data. Further information may be obtained by contacting the controller of the data at info@eInvoice.sg or at the registered address stated above.

4. sg may use Customer Contact Data in order to send newsletters, to conduct product surveys, to advertise similar products or services of eInvoice.sg and for event invitations. eInvoice.sg is entitled to submit Customer data, including its contact persons, to its Affiliates which are entitled to use the data for the purposes described above, to the extent permitted by law. The recipient of such advertising can opt out from receiving further marketing communication by contacting info@eInvoice.sg.

 

 

24. Compliance with laws, rules and regulations 
24.1. Each Party shall at all times comply with all laws, rules and regulations in connection with and applicable to each Party’s performance and activities under this Agreement, including but not limited to:

1. those concerning the furnishing of any documents or information required to comply with customs laws, rules and regulations, including required exportation or importation of documents,

2. those concerning the filing of reports and documents with any taxing authority and the payment of all taxes, duties and charges (and any penalties thereon) resulting from Party’s activities in connection with this Agreement, including income and social security taxes,

3. any security laws and regulations,

4. any registration requirement.

 

25. Code of Conduct and other directives 
25.1. Customer undertakes to comply with the applicable requirements in eInvoice.sg at each time applicable code of conduct (the "Code of Conduct"), which will be provided to Customer upon request, or such equivalent code of conduct as jointly agreed by the parties. 

25.2. If Customer does not comply with the Code of Conduct or equivalent code of conduct, Customer where reasonable and possible shall provide eInvoice.sg with a plan for implementation of the said Code of Conduct.

25.3. In the event Customer does not comply with Code of Conduct, and such non‐compliance cannot be remedied by Customer and is of significant importance for eInvoice.sg, eInvoice.sg shall have the right to terminate this Agreement.

 

26. Force Majeure 
If the Parties are prevented from fulfilling their obligations under this Agreement due to circumstances which the Parties have no control over (e.g. lightning strike, fire, changed legal provisions or regulations provided by authorities, intervention by authorities, strike, communication or transport disruptions, changes in exchange rates or natural disasters) the Parties shall be released from its liabilities until the circumstance given rise to the Parties’ inability to fulfil their respective obligations are no longer enforced. If a Party is prevented from fulfilling its obligation for a period longer than thirty (30) calendar days due to any such circumstance mentioned above, Parties shall have the right, to terminate the Agreement with immediate effect without being liable to pay compensation.

 

27. Limitation of Liability
27.1. If a Party does not fulfil its obligations under this Agreement, the other Party shall be entitled to claim damages.

27.2. Neither Party is liable for unforeseeable damages or damages atypical for the Agreement, in particular for indirect or consequential damages.

27.3. In any event, eInvoice.sg’s entire liability for any cause of action or non‐action shall be limited to the value of all fees paid by Customer to eInvoice.sg during the past 12 months, or if 12 months has not passed, a calculated 12‐month period containing fees paid and expected fees payable. 

27.4. This limitation shall not apply to damages caused by eInvoice.sg’s gross negligence or wilful misconduct.

27.5. For the avoidance of doubt, this Section 30 shall survive the expiration or termination of the Agreement

 

28. Notices under this Agreement 
Notice of termination or any other correspondence under this Agreement shall be made in writing by letter or E‐mail to the contact details provided in the Agreement or as agreed otherwise in writing.

 

 
29. Assignment of the Agreement
The Agreement cannot be transferred without a written approval from the other party. Notwithstanding the foregoing, eInvoice.sg may transfer its rights and obligations under this Agreement to its Affiliates and its right to receive payments under this Agreement to a third party.

 

30. Agreement period 
30.1. The Agreement will initially be valid until the Contracted End Date as defined in the Proposal or, if no such Contracted End Date has been set out, for a period of twelve (12) months from the moment the Agreement became legally binding as defined in the Proposal and this MSA.

30.2. Unless cancelled by either Party with a written notice at least three (3) months before the expiry of the agreement period, the Agreement will thereafter be prolonged for a successive period of twelve (12) months.

 

31. Termination of the Agreement
Either Party may terminate the Agreement with immediate effect upon written notice if:

1. the other Party materially breaches any provision of the Agreement, or

2. the other Party repeatedly or continuously fails to meet its obligations under the Agreement and does not upon the other Party’s request remedy such failures within a reasonable time frame denoted by the other Party, or

3. the other Party has provided incorrect or misleading information, or has concealed circumstances of importance, or

4. the other Party, or its representatives, may be suspected of having committed a criminal offence in connection with the performance of the Agreement or usage of Software Services, or

5. the other Party may be expected to go bankrupt, enter into corporate or composition proceedings, suspend payments or otherwise be deemed insolvent or have significant financial difficulties.

 

32. Effect of cancellation or termination of the Agreement
Upon cancellation or termination of this Agreement: 

1. Customer shall promptly cease use of eInvoice.sg’s Software Services, and eInvoice.sg has the right to cease all further Customer access to Software Services.

2. All outstanding invoices immediately become due and payable by Customer.

3. Customer shall promptly return to eInvoice.sg and/or destroy all eInvoice.sg property, including, but not limited to, all copies of Log‐in details to eInvoice.sg Online and any other proprietary information of eInvoice.sg Group delivered under the Agreement.

4. Customer acknowledges that, unless prevented by law, all Customer Data will be deleted after ninety (90) days after termination of the Agreement, except of payment instructions which will be deleted after twenty‐four (24) months. eInvoice.sg may however keep anonymized and aggregated Customer Data for herein agreed purposes.

5. Customer acknowledges that it is Customer’s responsibility to before the termination of the Agreement store any Customer Data that Customer wishes to keep after the termination. eInvoice.sg may upon Customer’s request at applicable remuneration assist in such preservation work (Data Export).

6. In event of termination of the Agreement with immediate effect by Customer according to section 30, eInvoice.sg shall repay any outstanding annual fees from the date of termination.

 

33. Document hierarchy 
33.1. This Agreement supersedes all existing agreements between the Parties on the subject matter hereof, whether written or oral, and all such prior agreements are hereby terminated by mutual consent by the
Parties.

33.2. This Agreement consists of the following documents, and in case of conflict between the provisions of such, shall be given precedence in the order listed below:
•    The most recently dated amendments to the Agreement,
•    The Data Processing Agreement (DPA) and incorporated appendices,
•    The General Terms and Conditions (GTC) and incorporated appendices,
•    The Professional Services Agreement (PSA),
•    The Service Level Agreement (SLA),
•    The Proposal,
•    Other agreed appendices and addendums

 

33.3. In the event eInvoice.sg has provided a Convenience Translation of the Agreement or any other document (i.e. a version in a language different from the original language), the original text in ENGLISH remains the only legally binding text.

 

34. Severability clause
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be invalid, null or unenforceable, that provision or portion shall be enforced to the maximum extent permissible so as to affect the original intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.

 

35. Dispute resolution 
35.1. The Parties recognize that the amicable resolution of any disputes is in their mutual best interests. As such, the Parties agree to promptly notify the other Party of any dispute and to engage in good faith in consultations to resolve such disputes.

35.2. Would the Parties fail to reach such amicable resolution, either Party may refer any difference to be settled in accordance with section 35 of these GTC.

 

36. Governing law and dispute resolution
36.1. This Agreement shall be governed by and construed in accordance with the substantive laws of Singapore.

36.2. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be determined by arbitration in Singapore in accordance with the LawSoc Arbitration Rules in force at the commencement of the arbitration.

36.3. The place of arbitration shall be Singapore.

36.4. The language to be used in the proceedings shall be English.