PLEASE READ THESE SERVICE PROVIDER PAYMENT TERMS CAREFULLY
This Service Provider Payment Agreement is a legal agreement between each service provider and iProcurePro Pte. Ltd. ("iProcurePro") for license to use:
- Pegaxis website and any updates or supplements to it ("Plaform");
- The related online or electronic documentation ("Documentation"); and/or
- The services each service provider connects to via the Platform and the content iProcurePro provides to each service provider through it (in particular, information relating to requests for quotation ("RFQ") submitted on the Platform by customers in relation to the contracts which customers intend to enter into with service providers for purchase of such goods or services ("Services"),
as permitted in the terms of this Service Provider Payment Agreement.
1.1 iProcurePro provides the Platform, Documentation and Services to service provider(s), on the terms of this Service Provider Payment Agreement.
1.2 The service provider(s) intends to contract with customer(s) which has submitted a RFQ on the Platform for purpose of purchasing certain property maintenance related goods or services.
1.3 The "Award" of a contract under this Service Provider Payment Agreement is defined as the issue of a purchase order or such other commercial or legal document by the customer for the purchase of such goods or services from service provider and acceptance by service provider, forming a legally binding contract between customer and service provider ("Contract").
2 Success Fee
2.1 In consideration of service provider(s) agreeing to abide by the terms of this Service Provider Payment Agreement, iProcurePro hereby provides service provider(s) the Platform, Documentation and Services, on the terms of this Service Provider Payment Agreement.
2.2 In the event of the Award of the Contract to the relevant service provider ("Winning Service Provider"), the Winning Service Provider shall pay iProcurePro a success fee based on the total value of the Contract (excluding GST and tax) in the following manner ("Success Fee"):
|Contract Value (S$)||Commission Rate (%)||Amount of Commission (S$)|
|0 - 10,000||5%||0 - 500|
|10,001 - 50,000||4%||500 - 2,000|
|50,001 - 500,000||3%||2,000 - 15,000|
|More than 500,000||2%||Not less than 15,000|
2.3 iProcurePro's determination of such usage of the Platform, Documentation, Services and the Success Fee shall, in the absence of manifest error, be final.
3 Payment of Success Fee
3.1 For single projects, upon the Award of the Contract by the customer to the Winning Service Provider, the amount of Success Fee payable shall be paid by the Winning Service Provider.
3.2 For term projects, the Success Fee shall be divided into four equal instalments and each instalment shall be payable at the start of each quarter of the first year, except for the first instalment which shall be payable upon the Award of the Contract by the customer to the Winning Service Provider. The amount of Success Fee payable for each instalment shall be paid by the Winning Service Provider.
3.3 If the Winning Service Provider has yet to pay the Success Fee or the instalment of the Success Fee (as the case may be) in full, the Winning Service Provider will not be able to participate in other project tenders.
3.4 iProcurePro shall issue an electronic invoice for the full payment of the unpaid Success Fee or instalment of the Success Fee (as the case may be) owing ("Balance Success Fee"). The Winning Service Provider shall pay iProcurePro the Balance Success Fee within 14 days of the date of the relevant electronic invoice.
3.5 Unless otherwise agreed by iProcurePro, payment shall be made via any of the following mode:
4 Disclaimer of Liability
The content displayed on the Platform is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary and to the fullest extent permitted by law, iProcurePro, its directors, officers, employees, consultants, agents and affiliates hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, arising out of or related to the use, inability to use, performance or failures of the Platform and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
Each service provider agrees to indemnify, defend, hold harmless iProcurePro, its directors, officers, employees, consultants, agents and affiliates from any and all third party claims, liability, damages and/or costs (including but not limited to, legal fees) arising from the use of the Platform or breach of iProcurePro's terms and conditions available on the Platform.
6.1 iProcurePro shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the terms of this Service Provider Payment Agreement.
6.2 From time to time, iProcurePro may:
(a) modify the Platform, Documentation or Services by issuing updates; and
(b) make new features, functionality, applications or tools available in respect of the Platform, Documentation or Services.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
8 Governing Law and Jurisdiction
8.1 This Service Provider Payment Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with Singapore law.
8.2 Each party irrevocably agrees that the courts of Singapore shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Service Provider Payment Agreement or its subject matter or formation.