1.1 The following provisions have effect for the interpretation of this Agreement including the Recitals and Schedules.
1.2 The following words and expressions shall, unless the context otherwise requires, have the following meanings:
“Changes” means any addition, deletion, modification or alteration to the Services, the manner in which the Services are provided, or the performance standards of the Services, as may be mutually agreed in writing by the Party
“Charges” means the fees as set out in “Annex 2” or “Annex 3”, whichever the case may be, which are payable by the Client to Stashworks for the Services, including such other fees payable by the Client for any Changes as may be mutually agreed in writing by the Parties.
“Confidential Information” includes, but is not limited to, all information of a business, commercial, technical, financial, computing, personal, marketing or consulting nature relating to the Services and/or the Parties which is deemed to be unique, secret and confidential, and which constitutes the exclusive property or trade secrets of the Parties, regardless of form, format or media including, without limitation, written, oral, or information reduced to tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items.
“Goods” means all the Goods of the Client handled by Stashworks in relation to the Services provided by Stashworks to the Client.
“Goods and Services Tax” means the tax chargeable under the Goods and Services Tax Act (Cap. 117A) of Singapore or any equivalent legislation regarding tax on the consumption of goods or services.
“Party” means either the Client or Stashworks as the case may be and “Parties” means the Client and Stashworks collectively.
“Regulatory Authority“ means, in relation to Stashworks, any governmental or regulatory body which has the responsibility of supervising and/or regulating the logistics industry.
“Services” such Services to be provided by Stashworks as set out in Clause 2 below.
“Warehouse” means the warehouse provided by Stashworks to enable Stashworks to perform the Services.
“$” means Singapore Dollars (SGD).
“CBM” means cubic metre.
“Inbounding” means the process of Stashworks receiving the Goods from the Client.
“VAS” refers to value added services which Stashworks may be required to provide in addition to its Services, including without limitation customs clearance, warehouse kitting, special product handling, integration, and customization, where the provision of VAS be subject to the prior written approval of the Client and the costs of such VAS shall be mutually agreed between the Parties.
“Packing Supplies” refers to packaging materials which are used for packing of the Goods, including without limitation mailing bag, mailing box, fragile tape, bubble wrap, shrink wrap, and corrugated sheet.
“3PL providers” refers to third party courier partners such as Qxpress, J&T Express, Ninjavan, DHL, FedEx, UPS & others.
“Partners” refers to digital forwarding and/or shipment booking platforms such as Easyship, Easyparcel, Shippit & all 3PL providers.
1.1 Reference to any statute or statutory provision or order or regulation made thereunder include that statute, statutory provision, order, or regulation as amended, modified, re-enacted or replaced from time to time whether before or after the date hereof.
1.2 References to persons shall include bodies corporate and unincorporated, association, partnerships and individuals. References to the singular shall include the plural and vice-versa.
1.3 References to Recitals, Annexes, Clauses or Schedules are to recitals to, annexes to, clauses of or schedules to this Agreement.
1.4 In this Agreement the masculine should include the feminine and neuter and the singular should include the plural and vice versa as the context shall admit or require.
1A.1 The Client hereby engages Stashworks to provide, and Stashworks hereby agrees to provide the Services to the Customer for the duration of the Term described in and subject to the terms, condition and provisions set forth in this Agreement and the Annexes and Schedules referenced herein.
1A.2 The initial term of this Agreement shall commence with effect from 25th March 2021 (“Effective Date”) and shall continue for Twelve (12) months (“Term”) unless:
2.1 Stashworks shall perform the Services in accordance with the service levels set out in Annex 1.
2.2 Stashworks shall furnish all personnel and other ancillary accessories to perform safely and efficiently the Services. The Services shall be performed by Stashworks in a good and workmanlike manner.
2.3 The Client shall comply with the Statement of Works of the Services as set out in Schedule A.
2.4 Either Party may from time to time request Changes to the Services. No Changes shall be implemented unless and until the scope of the changes and any additional Charges to be paid by the Client arising from the changes have been mutually agreed in writing by the Parties.
2A.1 Client access to Warehouse: Client or its authorised agents shall be permitted to access the Warehouse in which
the Client’s Goods are stored for the purposes and on the terms set out below, subject to Client’s or such agent’s compliance with any reasonable procedures implemented in relation to the Warehouse designed to ensure safety, security and efficiency of operations:
2A.2 Inbound Shipments:
2A.3 Storage and Inventory Management:
2A.4 Outbound Packing and Delivery:
3.1 The Client Agrees to pay Stashworks such Charges for the Services in the amounts described and as set out in Annex 2.
3.2 A deposit of $500.00 would be required during this Agreement
3.3 The deposit would be refunded if all conditions below are met; and/or Stashworks decides to terminate the Agreement:
3.4 All implementation of VAS & use of Packing Supplies would have to be communicated in writing to the Client and accepted by both Parties before proceeding with the implementation and usage, respectively.
3.5 Subject to Clause 4.4, Stashworks may at any time review the Charges, and any changes made to the Charges as set out in Annex 2 (“Amended Charges”) shall apply with a 4 weeks’ notice period, where Stashworks shall notify the Client in writing prior to implementing the Amended Charges.
3.6 Notwithstanding anything contained herein, Stashworks reserves the right to revise the Charges with prior notice of 1 month in writing provided to the Client and/or in accordance with the notice period provided by the Regulatory Authorities as a result of:
3.7 Stashworks shall prepare and deliver to the Client invoices for the Charges on a monthly basis in arrears.
Such invoices shall state the Charges and Goods and Services Tax payable (where applicable).
3.8 The Client shall pay the undisputed Charges stated in the invoice within seven (7) days upon receiving the invoice, failing which the Client shall pay Stashworks interest at the rate of five per cent (5%) or $50.00 per month, subjected to whichever is higher (the “Late Payment Interest’) from the due date until the date of full payment.
3.9 Five percent (5%) adminstivative fee would be charged to the total amount if the client opt to pay via credit card or via Paypal. The client would be liable for any banking charges.
4.1 This Agreement shall commence with effect from the date stated on 1A.1 and shall continue for a year basis unless terminated pursuant to this Clause 4.
4.2 Either parties may terminate this Agreement at any time by giving at least two (2) month prior written notice. The Client may forfeit its deposit and compensate if the Agreement is not completed due to the Client’s breach or termination of this Agreement pursuant to this Clause 4.
4.3 Either Party may forthwith terminate this Agreement in the event that:
4.4 Obligations upon termination
4.4A On termination or expiration of this Agreement for any reason:
(a) Where the Warehouse is provided by Stashworks:
(b) Each party shall return to the other, as soon as reasonably practicable, all physical and electronic copies of Confidential Information of the other, except to the extent the other party requests in writing that such physical or electronic copies be destroyed and/or deleted.
(c) Stashworks and the Client will perform a reconciliation of all equipment provided by the Client. Such equipment shall be returned to the Client in a condition similar when such equipment was first handed to Stashworks by the Client, subject to a reasonable amount of fair wear and tear expected.
(f) If Stashworks has purchased any equipment (other than customized equipment) during the Term specifically for the provision of the Services to the Client with the prior written approval of the Client, the Client shall purchase or procure a third party to purchase and Stashworks must sell such equipment. In such case the Client or the third party, as the case may be, must pay to Stashworks the net book value of such items of equipment as at the date of termination or expiration of this Agreement, any interest payments and mark-up relating to such equipment and any other charges incurred including but not limited to packaging charges. Payment of such equipment will be made within thirty (30) days of the invoice date or the termination or expiration of this Agreement, whichever is earlier. Upon payment by the Client or the third party, Stashworks will transfer unencumbered ownership of the equipment to the Client or the third party as the case may be. Where there is lease of such equipment, subject to the Client having given prior approval to the terms of the lease and the Client chooses to lease or procure a third party to lease such equipment for the remaining period of the lease, Stashworks must transfer the lease of the equipment to the Client or the third party as the case may be, subject to the consent of the lessor of the equipment. The Client shall at its own costs and expense remove the equipment to its designated premises or engage Stashworks to deliver to such premises as the Client may require the equipment purchased by the Client at such charges as may be agreed between the Client and Stashworks.
4.4B In addition to Clause 4.4A above, other than Stashworks system, in the event of expiry of this Agreement, the Client shall pay Stashworks all costs relating to or in connection with all customized equipment, customized information technology development and intellectual property that has been jointly developed by both parties (and is not developed intellectual property) according to its net book value as at the date of such expiry. Upon payment, Stashworks shall transfer the unencumbered ownership of the customized equipment, customized information technology development and intellectual property that has been jointly developed by both parties to the Client.
4.5 In the event a Regulatory Authority directs or instructs or gives guidance that Stashworks should terminate all or part of this Agreement and/or the entering into and/or continuation of this Agreement would cause Stashworks to be in breach of any laws or regulatory requirements or guidance to which it is subject, Stashworks shall be entitled to terminate this Agreement forthwith without entitling the Client to receive any compensation in respect of the termination.
4.6 The termination of this Agreement shall not affect any rights or liabilities of any Party which have accrued prior to and including the date of termination.
5.1 The Client acknowledges that during the course of the performance of this Agreement, it may have access to Confidential Information of Stashworks or one of its affiliates.
5.2 The Client agrees:
6.1. Client Property: No Confidential Information obtained by Stashworks from the Client shall become the property of Stashworks. All materials provided by the Client shall be deemed “Client Property” for the purposes of this Agreement. The Client grants to Stashworks a non-exclusive, non-assignable, and non-sublicensable licence in the Client Property solely as needed for Stashwork’s performance of its Services and obligations under this Agreement.
6.2 Stashworks Property: For purposes of this Agreement, “Stashworks Property” shall mean: (a) Stashworks’s methodology for the provision of the Services; (b) intellectual property of any kind and description in which Stashworks has any right, title or interest; and, (b) Stashworks’s Confidential Information. Stashworks hereby retains all right, title and interest in and to the Stashworks Property.
6.3 Except for rights expressly granted under this Agreement, nothing in this Agreement will function to transfer any of either Party’s intellectual property rights to the other Party, and each Party will retain exclusive interest in and ownership of its intellectual property developed before this Agreement or developed outside the scope of this Agreement.
7.1. All risk of loss and damage to Goods from any cause prior to receipt by Stashworks into, and from and after the removal by common carrier from, the inventory at Stashworks Warehouse will be borne by Client (or its customer, if applicable).
7.1A Client shall retain title to Goods while under Stashworks’s care, custody or control.
7.1B Liability for Loss or Damage of Goods while in the Warehouse
Stashworks shall be liable to the Client for based on point 7.2 for any Goods lost, damaged, or destroyed while in the Warehouse from any cause after receipt by Stashworks into the inventory at Stashworks Warehouse, including but not limited to the loss due to theft, damage by any third party, destruction or damage due to improper storage or facility collapse or damage from negligent facility construction while in the care of Stashworks up to the agreed upon insured amount.
7.1C Client shall not hold Stashworks liable if the product was damaged internally in the shipping carton which might have been damaged due to manufacturer defect and/or damaged in transit to the warehouse and there are no signs of forklift damages on the shipping carton.
7.2 Stashworks limits its direct damage liability to fifty percent 50% of the retail selling price based on the commercial invoice for that order or 100% cost price, whichever is lower, caused by the negligence of Stashworks Employees. Stashworks shall not be liable for any loss or damage to the Goods unless the loss or damage resulted from the failure of Stashworks to exercise such care regarding them as a reasonably careful person would exercise under like circumstances with clause with compensation based on clause 9.2.
7.3 Stashworks shall not be liable for any delays, damages or loss of parcels once the parcels have been handed over to a third party.
7.4 Stashworks specifically disclaims liability for any shipping rate errors due to inaccurate or incomplete information provided by the Client, such as dimensions, weight, destination, and courier used. In this sense it is the sole responsibility of the Client to provide accurate shipping information.
7.5 Stashworks also reserves the right to refuse, without liability of any kind, acceptance of Goods which may be deemed illegal goods, contain illegal materials, are manufactured illegally or may violate any local, state or federal law, treaty or trade agreement.
7.6 Neither Party shall be liable to the other Party in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, for any indirect, consequential, collateral, special or incidental loss or damage suffered or incurred by the other Party in connection with this Agreement whether during or after the term of this Agreement. For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental costs and expenses.
Stashworks reserves the right to refuse, without liability of any kind, acceptance of Goods, where, because of its condition, might cause, in Stashworks sole reasonable judgment, infestation, contamination or damage to the Warehouse facility or to other goods in the custody of Stashworks. Stashworks also reserves the right to refuse, without liability of any kind, acceptance of Goods which may be deemed illegal goods, contain illegal materials, are manufactured illegally or may violate any local, state or federal law, treaty or trade agreement. Stashworks will notify Client of its refusal to accept any such Goods and the reason for its refusal within 24 hours of such refusal.
8.1 Each Party agrees to indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any claims, suits, demands, and actions brought against them for defense or indemnification and for all resulting damages, losses, expenses (including reasonable attorney’s fees), settlements, judgments and liabilities that are based upon, result from or arising out of any act, omission or default of any of the first mentioned Party’s obligations hereunder.
8.2 A Party seeking indemnification under this Clause shall promptly notify the other Party of the claim, give the other Party sole control of the defense and settlement of the claim, and provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information, and authority reasonably requested by the other Party in the defense and settlement of the claim.
8.3 Stashworks will provide insurance coverage of up to $200.00 per CBM with a maximum coverage of up to $1,000 per 12 months. Stashworks shall pay all premiums due in respect of any policy of insurance required to be maintained hereunder and procure that the insurer shall notify the Client in event of any failure by Stashworks to pay any premiums so due. Stashworks shall deliver to the Client a copy of the insurance policy if requested and if the Client determines such cover to be inadequate. The Client can purchase additional or third-party insurance for full coverage.
8.4 Theft: In the event either Party learns of any theft of the Goods in the Warehouse, such Party will notify the other Party within twenty four (24) hours. Stashworks shall investigate the cause and extent of such theft and will notify the Client in writing of its conclusions within five (5) business days after learning of the theft. Such report shall include a statement of the quantity and type of Goods subject to the theft. If in the opinion of the Client, the Client believes that Stashworks has financial liability in relation to the theft of the Goods, the Client shall provide a written notice to Stashworks stating the cost of replacement of the Goods subject to the theft, together with a reasonable documentation supporting such valuation. Stashworks shall pay all undisputed amounts to the Client promptly, capped at the maximum coverage stated on point 8.3.
8.5 Stashworks also reserves the right to have no liability or involvement for any kind of Goods provided by the Client, which may be deemed as illegal goods, contain illegal materials, are manufactured illegally or may violate any local, state or federal law, treaty or trade agreement.
Neither Party shall be liable for any loss or damage arising from its failure to perform any of its obligations under this Agreement if such failure is the result of circumstances outside its control including but not limited to the outbreak of war, any governmental act, act of war, explosion, accident, civil commotion, riot, industrial dispute, strike, lockout, stoppages or restraint of labour from whatever cause, whether partial or general, weather conditions, traffic congestion, mechanical breakdown, obstruction of any public or private road or highway or outbreak of any communicable disease or any other force majeure, fire, flood or any other act of God.
10.1 This Agreement shall take effect in substitution for all previous agreements and arrangements whether written, oral or implied between the Parties relating to the subject matter and all such agreements and arrangements shall be deemed to have been terminated by mutual consent with effect from the date of this Agreement.
10.2 Save as expressly provided in this Agreement, this Agreement is personal to each Party and may not be assigned, transferred, delegated or otherwise dealt with, in whole or in part, by either Party save with the written consent of the other Party. Any such purported assignment, transfer or delegation without such consent shall be void.
10.3 No amendment to the provisions of this Agreement shall be effective unless in writing and signed by the Parties or their duly authorised representatives.
10.4 All rights, remedies and powers conferred upon the parties to this Agreement are cumulative and shall not be deemed or construed to exclude any other rights, remedies or powers now or afterwards conferred upon the Parties hereto or either of them by law or otherwise. In no event shall any delay, failure, omission, release or indulgence on the part of any party in enforcing, exercising or pursuing any right, power, privilege, claim or remedy which is conferred by this Agreement, or arises under this Agreement, or arises from any breach by any of the other parties of this Agreement of any of its obligations hereunder, be deemed to be or be construed as, (i) a waiver thereof, or of any such right, power, privilege, claim or remedy, in respect of the particular circumstances in question, or (ii) operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times thereafter
10.5 The relationship of the parties established by this Agreement shall be solely that of independent contractors. Nothing contained in this Agreement shall be construed to make one party the agent of the other for any purpose. Neither of the parties hereto shall have any right whatsoever to incur any obligations or liabilities on behalf of nor binding on the other party.
10.6 In the event of any clause in this Agreement or any part of such clause being declared invalid or unenforceable by any court of competent jurisdiction, all other clauses or parts thereof contained in this Agreement shall remain in full force and effect and shall not be affected thereby.
10.7 A person or entity who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B, 2002 Rev. Ed.) to enforce any term of this Agreement.
10.8 This Agreement may be executed in counterparts by the respective parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, provided that this Agreement shall be of no force and effect until the counterparts are exchanged.
This Agreement shall be subjected to and construed in accordance with the laws of the Republic of Singapore. In the event of any dispute arising out of or in connection with the terms herein, or the breach, termination or invalidity thereof, you agree that such dispute shall first be submitted to the Singapore Mediation Centre (“SMC”) for mediation in accordance with the procedures set out by the SMC. In the event that such dispute cannot be resolved or settled through mediation as set out above, you agree that the dispute shall thereafter be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”). The arbitration tribunal shall consist of a sole arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.