| Liability
and Indemnification |
| (a)
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Limitation
of Liability: |
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1.
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The
Company is neither an insurer nor a guarantor and disclaims
all liability in such capacity. Clients seeking a guarantee
against loss or damage should obtain appropriate insurance.
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2.
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Reports
of Findings are issued on the basis of information, documents
and/or samples provided by, or on behalf of, Client and
solely for the benefit of Client who is responsible for
acting as it sees fit on the basis of such Reports of
Findings. Neither the Company nor any of its officers,
employees, agents or subcontractors shall be liable to
Client nor any third party for any actions taken or not
taken on the basis of such Reports of Findings nor for
any incorrect results arising from unclear, erroneous,
incomplete, misleading or false information provided to
the Company. |
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3.
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The
Company shall not be liable for any delayed, partial or
total non-performance of the services arising directly
or indirectly from any event outside the Company's control
including failure by Client to comply with any of its
obligations hereunder. |
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4.
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The
liability of the Company in respect of any claim for loss,
damage or expense of any nature and howsoever arising
shall in no circumstances exceed a total aggregate sum
equal to 10 times the amount of the fee paid in respect
of the specific service which gives rise to such claim
or US$20,000 (or its equivalent in local currency), whichever
is the lesser. |
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5.
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The
Company shall have no liability for any indirect or consequential
loss (including loss of profits). |
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6.
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In
the event of any claim, Client must give written notice
to the Company within 30 days of discovery of the facts
alleged to justify such claim and, in any case, the Company
shall be discharged from all liability for all claims
for loss, damage or expense unless suit is brought within
one year from:
o the date of performance by the Company of the service
which gives rise to the claim; or
o the date when the service should have been completed
in the event of any alleged non-performance. |
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| (b) |
Indemnification: Client shall guarantee, hold harmless
and indemnify the Company and its officers, employees,
agents or subcontractors against all claims (actual or
threatened) by any third party for loss, damage or expense
of whatsoever nature including all legal expenses and
related costs and howsoever arising relating to the performance,
purported performance or non-performance, of any services. |
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Miscellaneous
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(a)
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If
any one or more provisions of these General Conditions
are found to be illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby. |
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(b)
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During
the course of providing the services and for a period
of one year thereafter Client shall not directly or indirectly
entice, encourage or make any offer to Company's employees
to leave their employment with the Company. |
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| (c) |
Use of the Company's corporate name or registered marks
for advertising purposes is not permitted without the
Company's prior written authorisation. |
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| Governing
Law, Jurisdiction and Dispute Resolution |
| Unless
specifically agreed otherwise, all disputes arising out
or in connection with Contractual Relationship(s) hereunder
shall be governed by the substantive laws of Singapore
exclusive of any rules with respect to conflicts of laws
and be finally settled under the Rules of Arbitration
of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said rules.
The arbitration shall take place in Singapore and be conducted
in the English language. |
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