CLAUSE 1. Definitions And Interpretation
VIVEFOOD is the owner and manager of E-Commerce Website Page, on which VIVEFOOD and other third parties(marketplace sellers) are offering products/goods and/or services.
1.2 VIVEFOOD’s Marketplace
The website and the application on which VIVEFOOD or third parties (marketplace sellers) offer to sell, sell and distribute products/goods and/or services.
1.3 VIVEFOOD’s Affiliate Platform
The online Platform and mobile application Platform are provided by VIVEFOOD, which enables the Affiliate to participate in the VIVEFOOD Affiliate Program and provides the Affiliate with statistical and financial information via VIVEFOOD’s Affiliate Platform, the Affiliate is able to find all the necessary information and materials, including: Affiliate’s performance, retrieve advertising materials, access to Affiliate’s amount of commission.
Entity or individual is Party B of this Agreement entitled to publish VIVEFOOD’s Advertising Materials via Affiliate’s Media.
1.5 Affiliate’s Media
Affiliate’s Media means all advertising medias, including but not limited to website, application and newsletter, Affiliate networks' sub affiliates, their owned and brokered medias registered to the Affiliate Program by the Affiliate and approved by VIVEFOOD.
1.6 Affiliate Program
VIVEFOOD’s affiliate program that offers to sell, sell and distribute products/goods and/or services to Customers via Hyperlinks on the Affiliate’s Media and VIVEFOOD's App.
VIVEFOOD’s mobile application.
Transactions which are not eligible for commission payout. Chargeback includes but is not limited to:
Fraudulent & invalid transactions (including transactions identified manually or by the means of automated fraudulent order check tools used by VIVEFOOD)
A user’s call of a hyperlink for the Affiliate Program, leading to the VIVEFOOD’s Marketplace.
The fee received by an Affiliate for delivering a sale or an agreed action excluding Chargeback.
A consumer who accesses the Advertising Media of the Affiliate or the VIVEFOOD’s Marketplace, and places an order.
A link to the VIVEFOOD’s Marketplace in the form of the exact URL, provided via the Affiliate Program, for use by the Affiliate in the Affiliate’s Media (e.g. registered websites), that identifies the Affiliate.
1.13 Sale (also known as order or transaction)
The act of purchasing a product or service by one of VIVEFOOD’s customers via the Hyperlink or App. Payout is based on net sales (valid sales).
1.14 SEM (Search Engine Marketing)
The acronym which means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of paid placement, contextual advertising or paid inclusion.
1.15 SEO (Search Engine Optimization)
The acronym which means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a website or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
1.16 Advertising Material
Including but not limited banner, pop-up or any product information shown in equivalent forms.
1.17 Sign-Up Form
The Sign-up form that is accessible via the Affiliate Program for registration to the Affiliate Program.
1.18 View (or impression)
The number of times which an advertisement is shown on the Advertising Media.
Clause 2: Contract Formation
An agreement between VIVEFOOD and the Affiliate in respect of the placement of VIVEFOOD advertising materials shall be formed exclusively via VIVEFOOD platform's application procedure, in the context of which the Affiliate shall submit an application to participate in the Affiliate Program, thereby accepting the terms and conditions of this Agreement.
The Sign-Up Form together with this Agreement and the acceptance into the program will together constitute a framework agreement between VIVEFOOD and the Affiliate. In the case of a conflict between the Sign-Up Form and this Agreement, this Agreement shall be the governing document.
Clause 3: Scope of Work
3.1 Scope of work shall be the participation in the Affiliate Program and promotion for VIVEFOOD by the Affiliate as an Affiliate in the context of VIVEFOOD’s Affiliate Platform. To this end, VIVEFOOD shall make a selection of Advertising Materials available to the Affiliate as an advertiser via the VIVEFOOD’s Affiliate Platform.
3.2 The Affiliate shall be solely responsible for placing Advertising Materials on Affiliate’s Media registered in the VIVEFOOD Affiliate Program. Subject to VIVEFOOD’s rights under this Agreement or otherwise, the Affiliate shall be free to decide whether and how long to place the VIVEFOOD advertising materials on the Affiliate’s Media, unless otherwise required by VIVEFOOD. The Affiliate shall be entitled to remove the Advertising Materials at any time. The Affiliate is only allowed to place VIVEFOOD advertising materials on the Advertising Media provided that such Advertising Media has been registered with and approved by VIVEFOOD.
3.3 In return for the successful brokerage, the Affiliate shall receive from VIVEFOOD the Commission, which shall depend on the extent and real net value of the service.
3.4 The Affiliate Program shall not establish any other contractual relationship between the Parties that goes beyond this Agreement.
3.5 The Affiliate's own terms and conditions shall require the express written consent of VIVEFOOD and shall therefore not be applicable even if VIVFOOD does not object to their validity.
Clause 4: Obligations And Covenants Of The Affiliate
4.1. The Affiliate shall be expressly prohibited from using and/or modifying the Advertising Materials and content accessed via the VIVEFOOD’s Affiliate Platform other than as expressly allowed under the terms of this Contract without VIVEFOOD’s prior written agreement.
4.2. The Affiliate shall not, without prior written consent by VIVEFOOD, be allowed to use advertising e-mails (the “EDM”) to promote VIVEFOOD.
The Affiliate has to make sure that all e-mail address were generated over a double opt-in e-mail, in consideration of all necessary restrictions.
VIVEFOOD will be free of all third-party requirements in case of issues because of the mailing Affiliate. The Affiliate guarantees that they take responsibility in case of complaints concerning the e-mail. The Affiliate is not allowed to use the brand “VIVEFOOD” or "VIVE" within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Affiliate has to make sure that it is clear that the e-mail comes from an Affiliate and not from VIVEFOOD directly. The e-mail has to be approved by VIVEFOOD before it will be sent. The Affiliate has to compensate the costs in case of breach of third party requirements or breach of the above restrictions.
4.3. The Affiliate shall be responsible for the content and routine operation of the Affiliate’s Media or other relevant Affiliate Media, such as networks’ sub affiliate and shall, for the term of this Agreement, place no content on said Affiliate Media or other relevant advertising media that breaches applicable law, public morals or third-party rights. Prohibitions shall include, but not be limited to, representations that glorify violence, sexual and pornographic content and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such content may neither be mentioned on the Affiliate’s Media or other relevant advertising media, nor may links be created from the Affiliate’s Media or other relevant advertising media to corresponding content on other websites
4.4. The Affiliate’s Media or other relevant advertising media shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities without VIVEFOOD’s prior consent.
4.5. The Affiliate shall be prohibited from creating and/or maintaining websites/apps that might lead to risk of confusion with the web/mobile presence of VIVEFOOD. The Affiliate shall neither be allowed to mirror said presence nor to copy graphics, texts or other content from VIVEFOOD website. It is strictly prohibited to crawl any of VIVEFOOD’s webpages. In particular, the Affiliate shall avoid creating the impression whether publicly or privately that the Affiliate’s Website is a project of VIVEFOOD or that its operator is economically linked to VIVEFOOD in any way or any other relationship or affiliation between the Affiliate and VIVEFOOD that goes beyond the VIVEFOOD Affiliate Program and this Agreement. Any use, by the Affiliate, of materials or content from VIVEFOOD web presence or its logos or brands shall require VIVEFOOD prior written approval.
4.6. The Affiliate shall be liable, vis-à-vis VIVEFOOD, for ensuring that its advertising content are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.
4.7. It is strictly prohibited to drive SEM and other keyword-based advertising traffic using the VIVEFOOD brand or private labels, to VIVEFOOD’s marketplace. In other words, "VIVEFOOD" and other similar words which could be misleading as VIVEFOOD must be entered as a negative keyword.
4.8. Advertising VIVEFOOD through social media activities (including but not limited to Facebook, Pinterest, Twitter) is granted upon request and should not include any trademarks of VIVEFOOD, or display misleading content (i.e. that may look like official VIVEFOOD social media activities). Social media activities through Facebook platform shall be run through a “Fan Page” only and not through a “Personal Page” in accordance with Facebook’s policy.
4.9. The Affiliate shall not set up campaigns on third party Affiliate Networks. The Affiliate is only allowed to direct its own traffic and/or its own sub affiliate traffic in case of networks, to the VIVEFOOD‘s Product.
4.10. The Affiliate shall warrant that it will set cookies only if advertising material made available by the VIVEFOOD Affiliate Program is in visible use on the Affiliate’s Website and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, Auto-redirect advertisements which automatically redirect the user to Advertiser websites without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks that display expected content, shall not be permitted and are strictly prohibited. In particular for Apps campaigns, advertisements that result in forced installations of Advertiser applications. For clarification purposes, forced-installation also includes the act of not asking the Users for permission before initiating a download/ redirect.
4.11. The use of offers, creative or brand names for any case of competition or lottery is strictly prohibited.
4.12. The Affiliate may promote solely vouchers that VIVEFOOD has approved explicitly for affiliates or communicated by means of Affiliate newsletters. The promotion of other vouchers, including but not limited to end customer newsletters, print advertisements or customer service contacts, shall not be permitted and strictly prohibited.
4.13. Any breach, by the Affiliate, of its obligations stipulated in this Agreement or any other industrial property rights or copyrights of VIVEFOOD shall entitle VIVEFOODE to terminate this Agreement for good cause in accordance with the statutory provisions. This shall not affect any additional claims against the Affiliate to which VIVEFOOD is entitled. In particular, VIVEFOOD shall be entitled, vis-à-vis the Affiliate, to withhold or cease all and any services related to said Affiliate.
4.14. The Affiliate shall remove VIVEFOOD advertising material without delay from the Affiliate’s Website if VIVEFOOD requests it to do so.
4.15. If VIVEFOOD is sued by third parties on account of the Affiliate's breach of contractual obligations or on account of the Affiliate's violation of a statutory provision in relation to the placement of VIVEFOOD advertising material, the Affiliate shall be obliged to indemnify VIVEFOOD against all third-party claims that are asserted on account of the aforementioned breaches. If, for its legal defense, VIVEFOOD requires the Affiliate to provide information or explanations, the Affiliate shall be obliged to make the same available to VIVEFOOD within necessary period no later than three (03) days and also to provide reasonable support to VIVEFOOD in its legal defense.
4.16. In addition, the Affiliate shall compensate VIVEFOOD for any costs resulting from a claim by third parties on account of the infringement of the aforementioned rights and/or obligations; such costs shall, for example, include lawyers' fees, court or other dispute resolution costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that VIVEFOOD suffers thereby.
4.17. The Affiliate shall not purchase any Product(s) through Advertising materials provided by VIVEFOOD for resale or commercial use of any kind. Similarly, the Affiliate shall not request or encourage any of his/her friends, relatives, or associates to purchase any Product(s) through Advertising materials provided by VIVEFOOD for resale or commercial use of any kind.
4.18. The Affiliate covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under this Agreement and that it shall carry out this Agreement in compliance with relevant law of Singapore, particularly any local advertising laws, its guiding legislation and legal provisions on data privacy, including but not limited to the Personal Data Protection Act 2012.
4.19. In the event of a breach, (including but not limited to the use of non- permitted traffic and sources, fraudulent actions or the violation of the terms stated in this Agreement), VIVEFOOD reserves the right to deem as chargeback: (i) any pending payment owed to the Affiliate, (ii) the total amount of the payout for the period when the breach was found, (iii) any future payout earned by the affiliate proven to have originated from the breach or violation.
In the case of a violation originated by an identified Affiliate network sub Affiliate an additional chargeback can be applied equivalent to 30% of the sub Affiliate payout.
Clause 5: Services By VIVEFOOD
5.1 Once the Affiliate has been admitted to the VIVEFOOD Affiliate Program, it shall be provided with a wide range of advertising materials, which shall be adapted at regular intervals in line with the product range and seasonal influences. The Affiliate may request individual provision of formats or newsletter templates from VIVEFOOD at any time.
5.2 VIVEFOOD shall operate its website and the services offered thereon, such as the provision of product feed, within the limits of the technical capacities available to VIVEFOOD. VIVEFOOD shall not be obliged, within these limits, to provide error-free and interruption-free availability of the website. The quality and correctness of the products, advertising material and csv files offered on the VIVEFOOD’s Affiliate platform shall fall within the exclusive discretion of VIVEFOOD.
5.3 All activities of the Affiliate shall be logged via the platform tracking system and made accessible to the Affiliate via the platform statistics and reports. The commission that VIVEFOOD pays to the Affiliate shall be based on the brokered orders and the resulting net shopping basket value. The Commission is calculated in according to Article 7.3 and Article 8.3 of this Agreement.
5.4 The Affiliate shall, in the context of its participation in the platform and in accordance with the terms and conditions that the Affiliate agreed with VIVEFOOD in this respect, be entitled to receive a commission from VIVEFOOD in relation to net transactions that are generated, by its active promotion of VIVEFOOD on the Affiliate’s Website/App, within the first session and for thirty days thereafter if the action of using the Advertising materials is leading to a net transaction and it is the last paid marketing advertorial the end-user is using.
Clause 6: Services by VIVEFOOD
6.1. In the event of an ordinarily negligent breach of an obligation which is material to the achievement of the contractual purpose (material contractual obligation), the liability of VIVEFOOD shall not exceed the total of the commissions paid or payable to the Affiliate under this Agreement in the six months immediately prior to when the event giving rise to the most recent claim of liability occurred.
6.2. No further liability on the part of VIVEFOOD shall exist.
6.3. The aforementioned limitation of liability shall also apply to the personal liability of VIVEFOOD employees, representatives and executive bodies.
CLAUSE 7: Affiliate Commission For Transaction Generated From VIVEFOOD Website (NON-APP)
7.1. VIVEFOOD agrees to pay a commission on sales generated on VIVEFOOD’s website, by the traffic coming from the Affiliate’s Website. In order to reward best performing affiliates, VIVEFOOD has put in place a category-based commission structure for transactions generated from VIVEFOOD’s Affiliate platform. The commission structure could be referred via VIVEFOOD Affiliate Page
7.2. Affiliate Payout = [Net shopping basket value x Commission rate]
7.3. Net shopping basket value is defined as what the customer pays, meaning the product selling price, less checkout discount (if any).
The Affiliate Payout excludes 7% GST if the customer is based outside Singapore, or within Singapore but is not a GST-registered entity under Singapore law.
The Affiliate Payout includes 7% GST if the customer is based inside Singapore and is a GST-registered entity under Singapore law
7.4. The commission structure can be modified at any time by adding additional points of commission to selected affiliates, in order to encourage best practices and reward outstanding results. Please refer Clause 12.3 for more information
7.5. Without prejudice to other rights or remedies available to VIVEFOOD, VIVEFOODhas the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if VIVEFOOD determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate. In the case of a violation originated by an identified Affiliate, an additional chargeback can be applied equivalent to 30% of the sub Affiliate payout in case it would be agreed by both Party to keep working together for the sake of the partnership continuity.
Clause 8: Affiliate Commission For Transaction Generated From VIVEFOOD App
8.1. VIVEFOOD agrees to pay a commission on sales generated on VIVEFOOD’s App, by the traffic coming from the Affiliate’s Website / App. VIVEFOOD offers commission per net order excluding chargeback. The commission structure could be referred via VIVEFOOD Affiliate Page
8.2. The commission structure can be modified at any time by adding additional points of commission to selected affiliates, in order to encourage best practices and reward outstanding results. Please refer to Clause 12.3 for more information.
8.3. Without prejudice to other rights or remedies available to VIVEFOOD , VIVEFOOD has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if VIVEFOOD determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate.
Clause 9: Tracking Methodology
9.1. VIVEFOOD and the Affiliate agree that tracking and reporting are being carried out by VIVEFOOD’s Affiliate Platform by which a cookie is dropped on the user’s browser to track transaction back to each specific affiliate and by which the device ID is used to track transactions generated from VIVEFOOD app.
9.2. VIVEFOOD attributes a transaction to the Affiliate which is in the last position of the click chain.
9.3. Cookie will last for 30 days.
Clause 10: Payment
10.1. Affiliate can login into the VIVEFOOD’s Affiliate Platform to view their accumulated commission one hour after conversions are made and a first payment check has been performed. When requested by the Affiliate and deemed necessary, a technical integration can be established between VIVEFOOD’s Affiliate Platform and the Affiliate’s system. In the event of any discrepancy of data between the platform of VIVEFOOD and the Affiliate, VIVEFOOD’s data shall prevail. Under no circumstances will data from the Affiliate’s system be used to measure payable amount
10.2. VIVEFOOD will issue monthly an invoice for all tracked, delivered and non-returned sales in the previous month for billed amount exceeding SGD 25 payout (cumulative).
10.3. Affiliate will be paid within 30 days after VIVEFOOD has issued an invoice.
10.4. Payment to the Affiliate will be done once a month.
10.5. VIVEFOOD reserves the right to withhold any amount due to the Affiliate below the minimum sum, being any amount below SGD 25 (for payments into Singapore bank accounts) or below SGD 75 (for payments into non-Singapore bank accounts. VIVEFOOD will pay the Affiliate in the next payment period where the minimum payment sum is met.
10.6. All payment made from VIVEFOOD to the Affiliate will be in the form of direct bank transfer to the bank account provided by the Affiliate. VIVEFOOD is solely responsible for all incurred financial institution processing fees, except that VIVEFOOD reserves the right to deduct from the payout to the Affiliate, additional processing fees incurred due to incorrect information supplied by the Affiliate.
Clause 11: Organisation And Independence Of The Affiliate
11.1 VIVEFOOD and the Affiliate are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Seller will have no authority to make or accept any offers or representations on behalf of VIVEFOOD.
11.2. The Affiliate shall not subcontract any of its rights or obligations under this agreement without prior written consent of VIVEFOOD.
Clause 12: Terms Of Agreement, Amendment And Termination
12.1 The term of this Agreement shall be based on the duration of the Affiliate's membership of the VIVEFOOD Affiliate Program.
12.2. Following termination of the contract, the Affiliate shall, without being requested to do so, immediately delete the information and advertising material submitted to it. The Affiliate shall have no right of retention in this respect. The Affiliate shall, at VIVEFOOD’s request, provide VIVEFOOD with written confirmation of the deletion.
12.3. VIVEFOOD reserves the right to change or alter the purposed commission structure with prior notification. In such a case, an e-mail shall be sent to the Affiliate, based on the e-mail address provided by the Affiliate through the VIVEFOOD Affiliate Program. Notification shall occur at least two(02) weeks prior to any change. VIVEFOOD shall have no responsibility to ensure that communications about changes in the program are received by the Affiliate. In case of disagreement, the Affiliate’s sole recourse shall be to end its participation in the program.
12.4. VIVEFOOD shall reserve the right to amend these General Terms and Conditions at any time. The Affiliate shall be informed of any changes via registered e-mail. Should the Affiliate not agree to the changes, it shall be entitled to inform VIVEFOOD thereof within two (02) weeks after receipt of the notification of the change. If the Affiliate does not provide such notification within this period, the changes shall be deemed to have been accepted and shall take effect at the end of the period. VIVEFOOD shall, in its notification of the changes, advise the Affiliate of the importance of the two-week deadline.
12.5. This Agreement shall be terminated in the following circumstances:
Both parties agree to terminate the Agreement.
Being required by law.
The Affiliate has not been engaged (i.e., bringing traffic) for a period of six (06) months.
VIVEFOOD reserves the right to unilaterally terminate this Agreement at anytime with four (04) weeks prior notice to the Affiliate.
VIVEFOOD reserves the right to terminate this Agreement without any prior notice to in case the Affiliate breaches or violates any of its obligations or covenants under this Agreement.
If there is any suspicion on cheating behaviour, VIVEFOOD reserves the right to implement an investigate within seven (07) days from the date of raising suspicion and the implementation of this Agreement would be suspended. Upon expiring such term, VIVEFOOD could decide either to keep engaging in the Agreement or terminate the Agreement without any prior notice. In case any cheating behaviour is found, the Affiliate is required to reimburse all expenses related to the investigation and other relevant damages therefrom within fifteen (15) days from the date of being requested.
Other provisions in accordance with laws and this agreement.
12.6. The payable expenses will be counted till the date of termination notice except for the circumstances at Clause 12.5.e. and 12.5.f. as above.
12.7. VIVEFOOD reserves the right to withhold unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid to the Affiliate, such as whether Chargebacks apply.
12.8. Upon termination of this Agreement, all rights and obligations of the Parties will be extinguished, except for matters that expressly or by their nature are intended to survive.
Clause 13: CONFIDENTIALITY
13.1. Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:
Any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such party;
Any past or present performance results, including orders and volumes;
Any plan and strategies for expansion;
Any products or services, customers or supplier lists;
Any specific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, follow charts, databases, inventions, information and trade secrets; and
Any other information that should be reasonably recognized as confidential information of disclosing party. Confidential information need not be novel, unique, patentable, and copyrightable or constitute a trade secret in order to be designated Confidential Information.
13.2. None of the Parties has the right to reveal the confidential information to third parties in case getting written approval from the non-disclosing Party. The Affiliate shall disclose confidential information only to those employees for the purpose of implementing this Agreement, and not for any other purposes. The Affiliate shall oblige said employees to maintain secrecy in respect of the confidential information during and after their activity.
13.3. Notwithstanding the foregoing, the confidential information could be disclosed due to the following reasons:
To comply with the mandatory provisions of applicable law or the rules of any recognized jurisdiction;
The information is in the public domain, other than through a breach of this clause;
For the purposes of any arbitration or legal proceedings arising from this Agreement; and
To any governmental authority at their request.
13.4. The duty of non-disclosure shall apply for an unlimited period beyond the term of this Agreement.
Clause 14: Assignment, Rights Of Retention, Set-Off
14.1. The Affiliate may transfer claims against VIVEFOOD based on this Agreement to third parties only with VIVEFOOD’s written consent.
14.2. Neither of the Parties to the contract can have the right to transfer, assign or subcontract all or part of its rights or obligations deriving from this agreement without the written consent of the other Party. In case having a consent, all term and conditions of this Agreement will be kept unchanged except for having mutual consent.
14.3. Either Party to the contract may set off or exercise a right of retention only in relation to the other Party's receivables that are uncontested or have become res judicata.
CLAUSE 15: Governing Laws And Dispute Settlement
15.1. This Agreement shall be governed and construed under the law of Singapore without giving effect to any international and supranational (contractual) laws, particularly the UN Convention on the International Sale of Goods.
15.2. Any disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof shall be attempted to be settled through good faith negotiations between the Parties during a period of up to thirty (30) days or such longer period to which the Parties may agree but not otherwise.
15.3. Any Party may, by giving the other Party written notice at any time after the expiration of the thirty (30) day period referred to above, submit any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The place for arbitration shall be Singapore. The number of arbitrators shall be one unless the Parties cannot agree. If the Parties fail to reach the agreement on one arbitrator, an arbitration council including three (03) arbitrators will be responsible for judgement. The arbitration proceedings shall be conducted in English. The non-prevailing party shall be entitled to all fees and costs (including reasonable attorney fees) for conducting the arbitration and enforcing the award. The decision of the arbitrator shall be final and binding upon the Parties.
CLAUSE 16: Final Provisions
16.1. This Agreement shall take effect from the date of signing.
16.2. There shall be no oral ancillary agreements to this Agreement. Amendments and addenda to the Agreement shall be in writing. This shall also apply to the amendment or rescission of this clause. Except for documents as may be provided by VIVEFOOD in accordance with Clause 12.3 and 12.4, documents provided in electronic form shall not comply with the written form requirement.
16.3. Any subsequent Insertion Order and other agreements entered into after the effective date shall be an integral part of this Agreement and governed by all terms and conditions herein.
16.4. Should individual provisions in this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavor to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna.
If this Agreement is being agreed to be a company or entity, then the person signing for and on behalf of that company or entity represents that he or she is authorized to legally bind that company or entity to this Agreement.