MASTER SERVICES AGREEMENT

(Master Terms and Conditions)

This Master Services Agreement (“Agreement”) sets out the terms and conditions governing the provision of software implementation, consulting, development, hosting, integration, and related services by Neu Media Technology Pte. Ltd. (“NMT”) to the Client.

This Agreement applies to all Statements of Work, Budget Proposals, and related project documents executed between the Parties.

1. PARTIES

This Agreement is entered into between:

Neu Media Technology Pte. Ltd., a company incorporated in Singapore with its principal place of business at Singapore (hereinafter referred to as “NMT”)

and

The Client, being the entity identified in the applicable Statement of Work, Budget Proposal, or Acceptance Form (hereinafter referred to as the “Client”).

NMT and the Client may individually be referred to as a “Party” and collectively as the “Parties.”

2. DEFINITIONS

For purposes of this Agreement:

“Acceptance Form” (AF) means a written confirmation issued by the Client confirming acceptance of a proposal, scope, or deliverable.

“Agreement” means these Master Terms and Conditions together with all Project Documents.

“Authorised Representative” means a person designated by either Party to provide instructions, approvals, or confirmations in relation to the Project.

“Budget Proposal” (BP) means the commercial quotation issued by NMT describing pricing, project phases, milestones, and scope estimates.

“Client Proprietary Code” means bespoke software modules expressly identified in the applicable Statement of Work as Client-owned deliverables.

“Commencement of Work” has the meaning given in Clause 5.3.

“Deliverables” means software configurations, documentation, integrations, reports, modules, or other work products described in the SOW.

“Engineering Change Request (ECR)” means a technical modification request requiring additional engineering effort beyond the agreed scope.

“Functional Support Hours” means consulting hours relating to business configuration, usage guidance, or workflow advisory.

“Go-Live Date” means the date the system becomes operational for production use.

“NMT Proprietary Code” means software modules, libraries, frameworks, and reusable components developed or owned by NMT.

“Optional Scope Items” means scope items listed in a Budget Proposal or SOW which require written activation before work commences.

“Open Source Software” means third-party software licensed under open-source licenses including GPL, LGPL, MIT, Apache, or similar.

“Project Documents” means collectively:

• Statements of Work (SOW)
• Phase Agreements (PA)
• Budget Proposals (BP)
• Solution Proposals (SP)
• Acceptance Forms (AF)
• Variation Orders (VO)
• Written Addenda executed by both Parties.

“Services” means the consulting, development, implementation, integration, hosting, and support services provided by NMT.

“Statement of Work (SOW)” means a document describing project scope, deliverables, timelines, and commercial terms.

“Technical Support Hours” means engineering hours related to coding, debugging, integration, or technical configuration.

“Variation Order (VO)” means a mutually approved written change to project scope, timeline, or fees.

“Working Day” means Monday to Friday excluding Singapore public holidays.

For purposes of this Agreement, references to “in writing” include email confirmations issued by Authorised Representatives of the Parties.

3. PROJECT ASSUMPTIONS

3.1 RELIANCE ON ASSUMPTIONS

The scope, fees, pricing, delivery schedule, resource plan, and sequencing set out in each Budget Proposal, Statement of Work, Variation Order, Phase Agreement, or other implementation document forming part of this Agreement (each, a “Project Document”) are based on certain commercial, operational, technical, and dependency assumptions (the “Project Assumptions”), whether expressly stated in the applicable Project Document or reasonably apparent from the nature, structure, dependencies, or intended implementation of the Services.

3.2 NATURE OF PROJECT ASSUMPTIONS

Project Assumptions may relate to, without limitation:

1. the timely availability and participation of Client personnel, stakeholders, decision-makers, reviewers, and subject matter experts;
2. the accuracy, completeness, consistency, format, and usability of data, records, documents, and other materials provided by or on behalf of the Client;
3. the availability, compatibility, performance, functionality, documentation, and continued support of third-party systems, infrastructure, software, APIs, connectors, platforms, or services;
4. the feasibility, stability, and integrity of system integrations, interfaces, migration pathways, and technical environments;
5. the stability of the Client’s business rules, requirements, policies, workflows, approval structures, and operating processes during the course of the project;
6. the Client’s timely completion of all dependencies, prerequisites, approvals, access grants, configurations, testing inputs, and other actions required for NMT to perform the Services; and
7. any other factual, legal, operational, or technical circumstance on which NMT reasonably relied in preparing the applicable Project Document.

3.3 ASSUMPTION FAILURE / ASSUMPTION CHANGE

If any Project Assumption:

1. proves to be inaccurate, incomplete, or misleading;
2. is not satisfied in a timely manner;
3. materially changes after the effective date of the applicable Project Document; or
4. gives rise to additional effort, rework, delay, cost, complexity, risk, dependency management, or technical limitation,

then such occurrence shall constitute an Assumption Change Event.

3.4 CONSEQUENCES OF ASSUMPTION CHANGE EVENT

Upon the occurrence of an Assumption Change Event, NMT shall be entitled, acting reasonably, to one or more of the following:

1. an equitable adjustment to the scope of Services, deliverables, implementation approach, project plan, milestones, acceptance dates, staffing, sequencing, and timelines;
2. an adjustment to fees, charges, and payment milestones to reflect additional effort, rework, delay, stand-by time, third-party cost, or change in project complexity;
3. issuance of a Variation Order or other written change document for the Client’s approval in accordance with the Variation Order procedure; and/or
4. suspension of the affected Services, in whole or in part, until the relevant Assumption Change Event is resolved.

3.5 NO VENDOR RESPONSIBILITY FOR ASSUMPTION FAILURE

NMT shall not be responsible for any delay, underperformance, non-achievement of milestone dates, failure of integration, migration issues, increased support effort, or inability to perform the affected Services to the extent arising from or attributable to an Assumption Change Event.

3.6 CLIENT COOPERATION

The Client shall promptly notify NMT upon becoming aware of any fact or circumstance that may cause any Project Assumption to be inaccurate, unsatisfied, or materially changed.

3.7 NO WAIVER

NMT’s continuation of the Services despite any Assumption Change Event shall not constitute a waiver of its right to claim additional time, fees, or other relief under this Agreement.

4. ORDER OF PRECEDENCE

4.1 GOVERNING DOCUMENT HIERARCHY

In the event of any conflict, inconsistency, ambiguity, or discrepancy between the documents forming part of this Agreement, the following order of precedence shall apply, with the document listed higher prevailing over the document listed lower, to the extent of the relevant conflict only:

1. any Signed Statement of Work (SOW) or Signed Phase Agreement (PA);
2. any Signed Variation Order or other written amendment expressly stated to amend the relevant SOW or PA;
3. any signed Budget Proposal (BP), Solution Proposal (SP), or Acceptance Form (AF);
4. these Master Terms and Conditions; and
5. NMT’s website terms, policies, standards, and notices, as updated from time to time, to the extent incorporated by reference.

4.2 LIMITED OVERRIDE

No SOW, PA, BP, SP, AF, Variation Order, purchase order, procurement document, email, meeting note, workshop output, or other document shall amend, override, or disapply these Master Terms and Conditions unless such amendment, override, or disapplication is expressly stated in writing and specifically identifies the clause(s) being amended.

4.3 SUBJECT-MATTER INTERPRETATION

For the avoidance of doubt:

1. commercial scope, deliverables, milestones, and project-specific pricing shall ordinarily be set out in the applicable SOW or PA;
2. these Master Terms and Conditions shall govern all general legal, commercial, liability, payment, intellectual property, suspension, termination, dispute resolution, and risk allocation matters unless expressly varied in accordance with Clause 4.2; and
3. where a provision in a lower-order document supplements, but does not conflict with, a higher-order document, both provisions shall apply and be read consistently so far as possible.

4.4 INCORPORATED PROJECT DOCUMENTS

Each SOW, PA, BP, SP, AF, and Variation Order entered into by the Parties shall form part of and be governed by this Agreement unless expressly stated otherwise in a document signed by both Parties.

4.5 EXCLUSION OF CLIENT PROCUREMENT TERMS

Any terms contained in a purchase order, vendor onboarding form, procurement portal, invoicing platform, or other Client-issued document shall be of no force or effect and shall not modify this Agreement, unless expressly accepted in writing by an authorised signatory of NMT.

5. PROJECT STRUCTURE

5.1 COMMERCIALLY INTEGRATED PROJECT STRUCTURE

Where the project is structured into multiple phases, modules, workstreams, releases, locations, entities, or implementation tranches, the Parties acknowledge and agree that the overall project constitutes a commercially integrated implementation programme and not a series of independent standalone engagements, unless expressly stated otherwise in the applicable SOW or Phase Agreement.

The fees, pricing, discounts, staffing model, delivery sequencing, and implementation timeline for the project have been calculated on the basis of the aggregate scope of the project as a whole, including interdependent activities across phases, such as discovery, solution design, architecture planning, integration design, data planning, configuration, development, testing, deployment, training, transition, and project governance.

Accordingly, pricing allocated to any individual phase, module, or workstream shall not be interpreted as representing the standalone market value, effort, or recoverable cost of that phase, module, or workstream in isolation.

5.2 CROSS-PHASE AND FOUNDATIONAL WORK

The Client acknowledges that work performed in an earlier phase may create deliverables, outputs, architecture, technical decisions, planning assumptions, project structures, or implementation artefacts that support, enable, or de-risk one or more subsequent phases, modules, or workstreams.

Such work includes, without limitation, solution architecture, technical specifications, integration design, process modelling, dependency mapping, implementation sequencing, data design, configuration strategy, and other preparatory or foundational activities.

The value of such work shall not be regarded as attributable solely to the phase in which it was performed, and shall remain payable notwithstanding any subsequent removal, deferral, descoping, suspension, or non-continuation of any downstream phase, module, or workstream.

5.3 COMMENCEMENT OF WORK

For the purposes of this Agreement, Commencement of Work includes, without limitation, any technical study, discovery activity, solution design, feasibility assessment, business or functional analysis, architecture planning, project planning, dependency mapping, resource allocation or reservation, procurement preparation, preparatory configuration, development, testing preparation, or any other preparatory or implementation activity undertaken by NMT in connection with the relevant scope.

5.4 NON-CONTINUATION OF SUBSEQUENT PHASES

If, after Commencement of Work on the project, the Client elects not to proceed with any subsequent phase, module, workstream, or other committed portion of the bundled scope, such election shall constitute a partial termination or scope withdrawal of the bundled implementation.

In such event, without prejudice to any other rights or remedies available to NMT, the Client shall pay to NMT:

1. all fees and charges accrued for Services performed up to the effective date of such partial termination or scope withdrawal;
2. all non-cancellable third-party costs, commitments, licences, subscriptions, procurement obligations, and pass-through expenses incurred or committed by NMT in connection with the affected scope; and
3. a non-continuation charge of up to forty percent (40%) of the remaining unbilled fees attributable to the affected phase(s), module(s), or workstream(s), representing a pre-agreed recovery amount for reserved capacity, resource disruption, lost deployment efficiency, reallocation losses, commercial pricing dependency, project re-baselining effort, and related losses arising from the withdrawal of bundled scope.

5.5 COMMERCIAL BASIS OF NON-CONTINUATION CHARGE

The Parties acknowledge that, at the time of entering into this Agreement, the losses likely to be suffered by NMT upon non-continuation of committed downstream scope would be difficult to quantify precisely, including because:

1. specialist resources may have been reserved, scheduled, or ring-fenced in advance;
2. pricing and discounts may have been structured on the basis of the aggregate committed project scope;
3. early-stage design and planning activities may have been performed in reliance on downstream implementation;
4. project sequencing, utilisation planning, and delivery commitments may be disrupted; and
5. replacement opportunities for the affected capacity may not be available at short notice.

The Parties therefore agree that the non-continuation charge stated in Clause 5.4(c) is a reasonable and proportionate pre-agreed amount intended to compensate NMT for such anticipated loss, and is not intended to operate as a penalty.

5.6 CROSS-PHASE DELIVERABLES

Where any deliverable, design, technical specification, implementation artefact, or preparatory work product supports more than one phase, module, workstream, or component of the project, such item shall be treated as a Cross-Phase Deliverable.

No descoping, deferral, cancellation, or non-continuation of any downstream scope shall reduce, reverse, invalidate, or otherwise affect fees already paid or payable in respect of any Cross-Phase Deliverable or related preparatory work properly performed by NMT.

5.7 OPTIONAL ITEMS

Where any item, module, integration, enhancement, deliverable, or work package is designated as “Optional” in any Budget Proposal, SOW, scope schedule, or other Project Document, including for budgeting, staging, grant-qualification, or planning purposes, such Optional Item shall not form part of committed execution scope unless and until activated in writing by the Client’s authorised representative.

For the purposes of this Agreement, written activation may include approval or confirmation by email or other agreed electronic communication.

5.8 RELIANCE ON OPTIONAL ITEMS

Notwithstanding Clause 5.7, where an Optional Item is reasonably relied upon by NMT in system architecture, integration design, sequencing, dependency planning, effort estimation, environment design, or other preparatory work, then all design, planning, analysis, reservation, procurement, and preparatory implementation work performed in reliance on such Optional Item shall remain chargeable, whether or not the Optional Item is later activated for full execution.

If an Optional Item is not activated and no Commencement of Work has occurred in relation to that Optional Item, no non-continuation charge shall apply to that Optional Item itself.

If Commencement of Work has occurred in relation to the Optional Item, or if the Optional Item has materially influenced architecture, integration dependencies, project sequencing, or downstream implementation planning, then that Optional Item shall be treated as committed or relied-upon scope for the purposes of the applicable payment, variation, delay, re-baselining, and non-continuation provisions of this Agreement.

5.9 RE-BASELINING RIGHT

Removal, deferral, non-activation, or non-continuation of any phase, module, workstream, or Optional Item that affects system architecture, dependencies, implementation sequencing, resource planning, or delivery assumptions shall entitle NMT to re-baseline the project and make reasonable adjustments to fees, scope, timelines, milestones, staffing, and delivery dates through the Variation Order procedure.

6. SERVICES

6.1 PERFORMANCE OF SERVICES

NMT shall perform the implementation, configuration, consulting, technical, support, and related services expressly described in the applicable Statement of Work, Phase Agreement, or other signed Project Document (the “Services”).

The Services may include, where expressly stated in the applicable Project Document, ERP implementation, system configuration, integrations, custom software development, hosting, support services, consulting, data migration, training, reporting, testing support, and related professional services.

6.2 SCOPE LIMITED TO AGREED SERVICES

NMT shall have no obligation to provide any service, deliverable, activity, task, responsibility, integration, remediation, enhancement, or output except to the extent expressly included in the applicable signed Project Document.

Descriptions in any proposal, presentation, demonstration, sales material, workshop note, or other pre-contractual document are included for context only unless expressly incorporated as binding scope in the applicable signed Project Document.

6.3 STANDARD OF PERFORMANCE

NMT shall perform the Services using reasonable skill, care, and diligence consistent with generally accepted professional standards for services of a similar nature.

Unless expressly stated otherwise in this Agreement, NMT does not warrant that the Services will be uninterrupted, error-free, or suitable for any particular purpose, nor that all Client objectives, business outcomes, or technical outcomes will be achieved in every case.

6.4 NO RESPONSIBILITY FOR THIRD-PARTY OR CLIENT-SIDE DEFECTS

NMT shall not be responsible for any delay, defect, deficiency, failure, incompatibility, degradation, security issue, or non-performance to the extent caused by:

1. any third-party software, platform, API, connector, hosting environment, licence, infrastructure, or service;
2. any Client-provided system, data, specification, configuration, instruction, dependency, or environment;
3. any limitation, defect, instability, deprecation, withdrawal, or change in any third-party or Client-side component; or
4. any product, tool, module, service, or dependency that NMT has notified the Client is experimental, unstable, legacy, unsupported, unreliable, materially constrained, or not recommended for the intended use.

Where NMT proceeds with any such component at the Client’s request, NMT shall not be liable for resulting deficiencies, faults, delays, remediation effort, or failure attributable to that component or its limitations.

6.5 RELIANCE ON THIRD-PARTY PRODUCTS AND INTEGRATIONS

Where the Services involve integration with, configuration of, or dependence upon third-party products or services, NMT’s obligations are limited to performing the agreed Services in relation to such products or services, and do not include any warranty or assurance as to the continuing availability, compatibility, performance, licensing status, supportability, security, or future behaviour of such third-party products or services.

6.6 BUSINESS PROCESS ALIGNMENT

The Client acknowledges that ERP platforms are generally designed around standardised, configurable, and industry-aligned business processes.

Where the Client’s requested business rules, approval structures, workflows, operational practices, documentation methods, or control processes materially deviate from standard platform behaviour, standard market practice, or the configuration approach recommended by NMT, NMT may recommend that the Client align its processes with the standard system design in lieu of customisation.

If the Client elects to retain, implement, or replicate any non-standard, legacy, highly customised, or materially divergent process, then:

1. any analysis, redesign, workaround, customisation, integration, exception handling, testing, documentation, support impact, or change to delivery approach required as a result shall constitute additional scope;
2. NMT shall be entitled to adjust fees, timelines, milestones, resource allocation, and delivery sequencing through the Variation Order procedure; and
3. NMT shall not be responsible for any reduced efficiency, increased complexity, support burden, reporting limitation, upgrade constraint, or system limitation arising from the Client’s decision to retain such non-standard process.

6.7 RECOMMENDATIONS NOT MANDATORY UNLESS ACCEPTED

Any recommendation made by NMT in relation to process alignment, system architecture, controls, integrations, scope reduction, or implementation approach is made in good faith on the basis of NMT’s professional judgment. If the Client elects not to follow such recommendation, NMT shall not be responsible for the consequences of such decision to the extent attributable to that election.

7. RESPONSIBILITIES AND OBLIGATIONS

7.1 CLIENT INFORMATION AND INPUTS

The Client shall provide, in a timely manner, all accurate, complete, up-to-date, and sufficiently detailed business requirements, operational information, policies, process documentation, sample documents, decision logic, data structures, access credentials, technical information, and other materials reasonably required for NMT to perform the Services.

NMT shall be entitled to rely on all information, materials, assumptions, decisions, approvals, and instructions provided by or on behalf of the Client in connection with the design, configuration, development, testing, deployment, and support of the system.

NMT shall not be responsible for any delay, error, defect, misconfiguration, failed outcome, rework, or additional effort to the extent arising from:

1. incomplete, inaccurate, inconsistent, outdated, or misleading requirements or information provided by or on behalf of the Client;
2. changes to business processes, operational rules, workflows, approval logic, policies, reporting needs, or requirements after Commencement of Work;
3. newly identified or newly disclosed operational, functional, technical, compliance, or reporting requirements not previously communicated to NMT; or
4. any omission, delay, or failure by the Client to provide required information, feedback, approvals, access, or participation.

Any resulting adjustment to scope, effort, delivery approach, fees, milestones, or timelines shall be dealt with through the Variation Order procedure.

7.2 CLIENT PARTICIPATION AND PROJECT SUPPORT

The Client shall, at its own cost, provide and maintain timely access to appropriate project stakeholders, decision-makers, process owners, subject matter experts, reviewers, testers, and operational personnel necessary for the performance of the Services.

The Client shall allocate and maintain sufficient internal resources, authority, attention, and organisational support to enable timely decision-making, requirements clarification, testing, user validation, training attendance, and implementation readiness.

Any delay, inefficiency, hold-up, idle time, rework, or disruption caused by the unavailability, delayed response, insufficient authority, or lack of participation of Client personnel shall:

1. not constitute a breach by NMT;
2. entitle NMT to reasonable timeline, milestone, and delivery-date adjustments; and
3. where applicable, entitle NMT to additional fees or charges for stand-by time, rework, rescheduling, or extended project effort.

7.3 REVIEW AND DEEMED ACCEPTANCE

Where NMT submits any deliverable, document, specification, design, configuration output, prototype, development output, test result, milestone item, or other work product to the Client for review, comment, confirmation, or approval, the Client shall provide consolidated, written, and reasonably actionable feedback within fourteen (14) Business Days after delivery.

If the Client does not provide such feedback within that period, the relevant item shall be deemed accepted and approved without further change requirement.

Any comments, requests, or directions issued after deemed acceptance shall not affect such acceptance and, to the extent they introduce new scope, amended requirements, additional effort, revised assumptions, or rework, shall be treated as Variation Orders.

For the avoidance of doubt, a failure by the Client to provide timely feedback shall not suspend deemed acceptance and shall not entitle the Client to delay subsequent project activities, milestones, or payment events dependent upon such acceptance.

7.4 PROJECT SUCCESS DEPENDENCIES

The Client acknowledges that successful implementation and effective use of the system depend materially upon factors outside NMT’s reasonable control, including:

1. organisational readiness;
2. effective internal governance and decision-making;
3. availability and continuity of appropriately trained personnel;
4. timely participation in testing, validation, and training;
5. adoption of suitable operational controls and business processes; and
6. internal change management, policy alignment, and user adoption.

NMT shall not be responsible for any delay, failure, underperformance, non-adoption, or project outcome to the extent adversely affected by such organisational or operational factors.

7.5 REQUIREMENTS BASELINE

Upon completion of the applicable discovery phase, solution design phase, requirements study, technical documentation phase, or other agreed requirements-definition stage, the requirements documented in the relevant Solution Proposal, Functional Specification, Technical Specification, Scope Document, workshop output, or other agreed requirements document, once approved by the Client in writing, shall constitute the Requirements Baseline.

The Requirements Baseline shall represent the agreed functional and implementation scope on which NMT is entitled to rely for purposes of project planning, system configuration, development, testing, delivery, resourcing, and commercial pricing.

Once approved, the Requirements Baseline shall be final and binding for implementation purposes unless amended through the Variation Order procedure.

Any modification, clarification, enhancement, omission, refinement, business-rule change, newly discovered requirement, exception scenario, reporting requirement, integration need, or additional functionality not expressly included in the approved Requirements Baseline shall constitute a scope change and shall be treated as a Variation Order.

For the avoidance of doubt:

1. newly discovered business processes, operational practices, approval rules, exception handling needs, reporting expectations, or internal policy requirements shall not constitute defects in the Services; and
2. NMT shall be entitled to charge additional fees and obtain timeline relief for work arising from any departure from the approved Requirements Baseline.

7.6 DISTINCTION BETWEEN DEFECTS AND SCOPE CHANGES

A defect shall mean a material failure of the delivered system or deliverable to conform substantially to the approved Requirements Baseline.

A request shall not be treated as a defect, bug, error, or warranty issue merely because it reflects:

1. a requirement not previously documented or approved;
2. a change in the Client’s preferred workflow, reporting logic, approval logic, user role design, or business process;
3. a newly identified exception case, scenario, edge condition, or operational need; or
4. a preference to implement a different solution approach from that originally agreed.

Any such request shall be treated as a scope change and processed through the Variation Order procedure.

7.7 SYSTEM AVAILABILITY AND EXTERNAL DEPENDENCIES

Unless expressly stated otherwise in the applicable SOW or a separate service level agreement, NMT does not warrant that any system, environment, integration, interface, or hosted service will operate uninterrupted or error-free at all times.

The Client acknowledges that system performance, availability, and continuity may be affected by third-party infrastructure, cloud or hosting providers, APIs, internet connectivity, telecommunications, security events, maintenance windows, third-party software behaviour, Client-side environments, or other external dependencies outside NMT’s reasonable control.

To the extent any interruption, latency, degradation, outage, or non-availability is caused by such external dependencies, the same shall not constitute a breach by NMT.

8. PROJECT GOVERNANCE

8.1 AUTHORISED REPRESENTATIVES

Each Party shall designate in writing at least one authorised representative with sufficient authority to coordinate the project, provide day-to-day instructions, review deliverables, issue approvals, and escalate issues in accordance with this Agreement.

Unless otherwise notified in writing, NMT shall be entitled to rely on any instruction, approval, confirmation, decision, or communication given by the Client’s authorised representative in connection with the project, and the Client shall be bound by the same. For the purposes of this Clause, written communications may include email and other agreed electronic communications.

8.2 GOVERNANCE AND ESCALATION

The Parties shall cooperate in good faith through reasonable project governance procedures, including scheduled project meetings, progress reviews, issue tracking, dependency management, and escalation of matters requiring management attention.

If any issue, dependency, delay, approval blockage, or decision point materially affects the project and is not resolved at the working level within a reasonable time, either Party may escalate the matter to its authorised representative or other designated management contact for resolution.

8.3 REVIEW OF DELIVERABLES

Where NMT submits any Deliverable to the Client for review, comment, confirmation, or approval, the Client shall provide consolidated, written, and reasonably actionable feedback within fourteen (14) Business Days after delivery, unless a different review period is stated in the applicable SOW or project plan.

If the Client fails to provide such feedback within that period, the relevant Deliverable shall be deemed accepted and approved for the purposes of project continuation, invoicing, and downstream implementation activities.

Any request for new functionality, enhancements, changes, additional scenarios, revised requirements, or work beyond the approved scope shall constitute a Variation and shall not prevent or delay deemed acceptance of the submitted Deliverable.

8.4 PURPOSE OF USER ACCEPTANCE TESTING

Upon completion of the relevant configuration, development, or implementation stage identified for testing in the applicable SOW or project plan, the system or relevant Deliverable shall enter User Acceptance Testing (UAT).

UAT is intended solely to validate whether the system or relevant Deliverable conforms in all material respects to the approved Requirements Baseline, applicable specifications, and agreed acceptance criteria, and is not intended to serve as a forum for introducing new requirements, redesigning workflows, changing business rules, or expanding the project scope.

8.5 CLIENT UAT OBLIGATIONS

During the UAT period, the Client shall:

1. allocate suitably qualified business users, testers, reviewers, and decision-makers;
2. conduct timely and good-faith testing using realistic business scenarios and data where appropriate;
3. record and report defects, non-conformities, and observations in a reasonably clear and structured manner; and
4. provide consolidated written test results, including acceptance or rejection, within the agreed UAT period.

8.6 UAT ACCEPTANCE

The system or relevant Deliverable shall be deemed accepted upon the earliest of the following:

1. the Client confirms acceptance in writing;
2. the Client fails to provide consolidated written rejection or actionable defect feedback within the agreed UAT period or, if no specific UAT period is stated, within fourteen (14) Business Days after commencement of UAT;
3. the Client uses the system or Deliverable, or permits it to be used, in live operations, production, commercial, or business-as-usual activity other than for agreed testing purposes; or
4. the Client’s reported issues do not constitute material defects causing substantial non-conformance with the approved Requirements Baseline or agreed acceptance criteria.

For the avoidance of doubt, minor defects, cosmetic issues, immaterial deviations, or requests that amount to enhancements, preferences, redesign, or scope changes shall not justify rejection of the system or Deliverable.

8.7 TREATMENT OF DEFECTS AFTER ACCEPTANCE

Any defect, issue, or request identified after acceptance shall be handled in accordance with the applicable support, maintenance, warranty, or Variation Order provisions of this Agreement.

Any issue identified after acceptance that does not constitute a material deviation from the approved Requirements Baseline shall be treated as a support item, enhancement request, or Variation, as applicable.

8.8 FUNCTIONAL FREEZE UPON UAT

Upon commencement of UAT, the relevant system configuration, workflow logic, approved scope implementation, and related Deliverables shall be deemed functionally frozen for the purposes of testing and acceptance.

Any request made after that point for new requirements, changed workflows, additional features, modified reports, altered approval logic, additional integrations, revised business rules, or other enhancements shall be treated as a Variation Order and may result in additional fees, timeline adjustments, re-testing requirements, and re-baselining of the project.

8.9 NO DELAY TO ACCEPTANCE BY CHANGE REQUESTS

The submission, discussion, or evaluation of any Variation request during review or UAT shall not suspend the Client’s obligation to review, test, and accept the Deliverable against the approved Requirements Baseline and agreed acceptance criteria.

9. CHANGE MANAGEMENT

9.1 EXCLUSIVE CHANGE CONTROL MECHANISM

Any change, addition, omission, reduction, refinement, clarification, enhancement, redesign, re-sequencing, dependency change, or other modification to the agreed scope, Services, Deliverables, Requirements Baseline, milestones, implementation approach, assumptions, or project plan shall be processed exclusively through a written Variation Order or other written change document approved in accordance with this Agreement (each, a “Variation”).

NMT shall have no obligation to implement any requested Variation unless and until:

1. the proposed change is sufficiently documented;
2. the impact on fees, charges, and applicable rates is agreed or otherwise determined in accordance with this Agreement; and
3. the impact on timelines, milestones, dependencies, testing, resourcing, and delivery sequencing is confirmed.

9.2 NO IMPLIED SCOPE CHANGE

No discussion, workshop output, meeting note, email exchange, testing feedback, design comment, operational request, or instruction from the Client shall by itself amend the agreed scope unless formally approved as a Variation in writing.

NMT may, but shall not be obliged to, suspend assessment or implementation of any requested change until the relevant Variation is approved.

9.3 EFFECT OF APPROVED VARIATIONS

Once approved, a Variation shall automatically adjust the applicable scope, fees, budget, milestones, project plan, delivery dates, testing cycles, and implementation timeline to reflect the approved change and its downstream consequences.

Unless otherwise expressly agreed, all Variations shall be charged on a time-and-materials basis at NMT’s prevailing rates and may include additional charges for impact assessment, re-planning, re-testing, rework, project disruption, administrative handling, and dependency management.

9.4 ENGINEERING CHANGE REQUESTS

Where NMT processes a formal Engineering Change Request (ECR) requiring technical assessment, impact analysis, project re-planning, or administrative handling beyond ordinary project coordination, NMT may charge an administrative and disruption surcharge equal to fifteen percent (15%) of the ECR budget, unless otherwise stated in the applicable SOW or Variation document.

9.5 SCOPE REDUCTION / DESCOPING AFTER CONTRACT EXECUTION

If, after execution of the applicable SOW, Phase Agreement, or other binding Project Document, the Client elects to remove, defer, reduce, cancel, or withdraw any agreed scope item, module, phase, Deliverable, integration, customisation, or other committed work item, such election shall constitute a scope reduction event.

In such event, without prejudice to any other rights or remedies of NMT, the Client shall pay:

1. all fees and charges for work performed up to the effective date of the scope reduction event;
2. all non-cancellable third-party costs, licences, subscriptions, procurement commitments, and pass-through expenses incurred or committed in reliance on the original agreed scope; and
3. a scope reduction charge equal to the higher of:
1. fifty percent (50%) of the removed scope value; or
2. SGD 10,000,

representing a pre-agreed recovery amount for reserved resources, delivery disruption, lost allocation efficiency, pricing dependency, planning waste, remobilisation loss, re-baselining effort, opportunity cost, and related administrative and commercial loss arising from the descoping of committed work.

9.6 COMMERCIAL BASIS OF SCOPE REDUCTION CHARGE

The Parties acknowledge that, at the time of contracting, the loss likely to be suffered by NMT in the event of a scope reduction event would be difficult to quantify precisely, including because project pricing, staffing, sequencing, and technical planning are structured on the basis of the originally agreed scope.

The Parties therefore agree that the charge set out in Clause 9.5(c) is intended to represent a reasonable and proportionate pre-agreed compensatory amount and is not intended to operate as a penalty. 

9.7 CONFIGURATION AND CUSTOMISATION

Unless expressly stated otherwise in the applicable SOW or other signed Project Document, the system shall be implemented primarily through standard platform configuration, standard features, and ordinary parameterisation of the underlying platform.

Any requirement, workflow, logic, report, interface, approval rule, exception handling process, or functional behaviour that cannot reasonably be achieved through standard configuration and requires bespoke software development, custom scripting, code-level modification, or non-standard technical work shall be treated as a customisation and shall require an approved Variation.

9.8 CHANGES TO REQUIREMENTS BASELINE

Any request, instruction, comment, clarification, test feedback, design amendment, or operational requirement that alters, expands, departs from, or qualifies the approved Requirements Baseline shall automatically constitute a proposed Variation and shall be subject to the Variation process.

For the avoidance of doubt, such request shall not be treated as a defect, bug, warranty issue, or incomplete delivery merely because it is raised during review, testing, or after partial implementation.

9.9 EMERGENCY OR INTERIM DIRECTION

If the Client requests that NMT urgently assess or commence work relating to a proposed Variation before full commercial terms are agreed, NMT may proceed only if the Client gives written direction to do so, and in that event such work shall be chargeable on a time-and-materials basis at NMT’s prevailing rates pending formalisation of the Variation.

10. FEES AND PAYMENT

10.1 QUOTATION VALIDITY

Unless otherwise stated in writing, any quotation, proposal, budget, estimate, or commercial offer issued by NMT shall remain valid for thirty (30) days from its date of issue and may be withdrawn, revised, or reissued thereafter.

10.2 FEES PAYABLE

The Client shall pay all fees, charges, expenses, pass-through costs, taxes, duties, levies, and other amounts payable under the applicable Budget Proposal, Statement of Work, Phase Agreement, Variation Order, renewal, support arrangement, or other Project Document forming part of this Agreement.

10.3 TAXES AND THIRD-PARTY PAYMENT CHARGES

All fees and charges are exclusive of any applicable goods and services tax, value-added tax, withholding tax, sales tax, service tax, duties, bank charges, foreign exchange charges, payment gateway fees, intermediary charges, or similar taxes, fees, or charges, unless expressly stated otherwise.

Where any payment processor, remittance platform, bank, gateway, or intermediary used by the Client or required for the transaction imposes any fee, deduction, currency conversion cost, transfer charge, or similar cost, such amount shall be borne by the Client such that NMT receives the full invoiced amount in cleared funds.

If the Client is required by law to make any withholding or deduction from any payment, the Client shall gross up the payment so that NMT receives the amount it would have received had no such withholding or deduction been required, unless such gross-up is prohibited by applicable law.

10.4 NO SET-OFF OR WITHHOLDING

All amounts payable by the Client under this Agreement shall be paid in full, without set-off, counterclaim, deduction, withholding, retention, or abatement, except to the extent required by mandatory law or as finally determined by a court of competent jurisdiction.

10.5 INVOICING NOT DEFERRED BY CLIENT DELAY

For the avoidance of doubt, any delay to project milestones, deliverables, approvals, review cycles, testing, acceptance, handover, or scheduled billings caused by or attributable to the Client shall not defer, postpone, suspend, or reduce NMT’s right to issue invoices for any agreed milestone, scheduled billing event, time-based charge, committed fee, or other amount otherwise due under this Agreement.

Where a milestone or billing event is delayed due to Client-caused delay, NMT may invoice as if the relevant dependency, approval, review, or milestone had occurred on time, to the extent the relevant work has been performed or the delay is caused by the Client’s failure to perform its obligations.

10.6 DEFAULT PAYMENT STRUCTURE

Unless otherwise stated in the applicable signed Project Document:

1. projects with a quoted value of less than USD 10,000 shall require full upfront payment prior to Commencement of Work; and
2. projects with a quoted value of USD 10,000 or more shall be invoiced on the following milestone basis:
1. fifty percent (50%) upon Commencement of Work;
2. forty percent (40%) upon commencement of User Acceptance Testing; and
3. ten percent (10%) upon project handover, go-live, production use, or final delivery of the agreed implementation scope, whichever occurs first.

10.7 PAYMENT TERMS

Unless otherwise stated in writing, all invoices are due and payable within fourteen (14) days from the invoice date.

Payment shall be made in the invoiced currency and in cleared funds to the bank account or payment channel designated by NMT.

10.8 LATE PAYMENT

Without prejudice to any other rights or remedies available to NMT, any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated on a daily basis from the due date until the date of actual payment, whether before or after judgment.

The Client shall also reimburse NMT for all reasonable costs of collection, recovery, reminder notices, legal demand, debt recovery action, and enforcement incurred in relation to overdue amounts.

10.9 SUSPENSION FOR NON-PAYMENT

If any invoice remains unpaid after its due date, NMT may, upon written notice, suspend the Services, withhold delivery, pause access, defer support, withhold handover, or decline to commence any subsequent phase, milestone, or Variation until all overdue amounts are paid in full.

Any such suspension shall not constitute a breach by NMT, and NMT shall be entitled to reasonable timeline adjustments, remobilisation charges, and additional fees arising from the suspension or subsequent restart.

10.10 RATE REVISIONS

NMT may revise its standard rates, time-and-materials charges, support rates, hosting charges, and other non-fixed price fees upon thirty (30) days’ written notice.

However, rates expressly fixed in a signed and active SOW or other Project Document shall remain unchanged during the originally agreed project timeline, unless:

1. the scope changes through a Variation;
2. the project is extended due to Client delay, suspension, inactivity, or re-baselining;
3. a renewal, extension, or new phase is entered into; or
4. third-party cost components change.

10.11 MULTI-YEAR CONTRACTS

Where the Parties agree to a multi-year contract term, the total contract value for the full committed term may be invoiced and payable upfront, unless otherwise expressly stated in writing.

Except where this Agreement expressly provides otherwise, fees paid or payable under a multi-year commitment are non-cancellable and non-refundable, and shall remain due regardless of actual usage, under-utilisation, early discontinuation, internal reprioritisation, budget changes, change in Client requirements, or voluntary non-use by the Client.

The Parties acknowledge that such pricing may reflect term-based commercial commitments, capacity allocation, reserved availability, pricing concessions, and other upfront assumptions made by NMT in reliance on the agreed contract tenure.

11. PROJECT DELAYS

11.1 CLIENT-CAUSED DELAY

A Client-Caused Delay occurs where NMT’s performance of the Services is delayed, disrupted, suspended, rendered inefficient, or otherwise affected by any act, omission, default, delay, non-cooperation, or unavailability of the Client or its personnel, representatives, contractors, or dependencies, including without limitation:

1. failure to provide approvals, decisions, confirmations, or sign-offs in a timely manner;
2. failure to provide required requirements, information, documentation, data, access, environments, credentials, or other inputs;
3. unavailability or delayed participation of project stakeholders, decision-makers, subject matter experts, reviewers, testers, or business users;
4. changes to requirements, business processes, or scope after Commencement of Work;
5. delay in completing testing, validation, training, or readiness activities; or
6. any other failure by the Client to perform its obligations under this Agreement.

11.2 AUTOMATIC TIMELINE RELIEF

Where a Client-Caused Delay occurs, all affected milestone dates, delivery dates, review periods, testing periods, handover dates, and project timelines shall automatically be extended by:

1. the duration of the relevant delay; and
2. such additional time as is reasonably required for remobilisation, re-sequencing, dependency re-coordination, and resumption of the affected Services.

Such extension shall not constitute a breach by NMT.

11.3 CONSEQUENCES OF DELAY EXCEEDING THIRTY (30) DAYS

If a Client-Caused Delay continues for more than thirty (30) consecutive days, or more than thirty (30) aggregate days in any ninety (90)-day period, NMT shall be entitled, upon written notice, to one or more of the following:

1. issue invoices in accordance with the original milestone schedule or scheduled billing plan, to the extent the relevant work has been performed or the billing event has been delayed by the Client;
2. suspend all or part of the Services until the cause of delay is resolved; and/or
3. charge standby, holding, or project reservation fees equal to one percent (1%) of the total project value for each additional thirty (30)-day period of delay, or part thereof, to compensate for reserved resources, blocked scheduling, delivery disruption, and project holding costs.

11.4 FAILURE TO PROVIDE APPROVALS, INPUTS, OR RESOURCES

If the Client fails to provide required approvals, inputs, decisions, access, or resources for a continuous period exceeding thirty (30) days, NMT may suspend the affected Services until such failure is remedied.

Any such suspension shall not constitute a breach by NMT, and NMT shall be entitled to recover reasonable remobilisation, re-planning, and restart costs arising from the suspension.

11.5 DELAY EXCEEDING SIXTY (60) DAYS

If a Client-Caused Delay continues for more than sixty (60) days, NMT shall be entitled, upon written notice, to re-baseline the project and make reasonable adjustments to:

1. project timelines;
2. milestone dates;
3. resourcing and staffing assumptions;
4. implementation sequencing;
5. fees and commercial terms; and
6. any other assumptions affected by the delay.

Any such adjustments may be documented through the Variation Order process or other written project re-baselining notice issued by NMT.

11.6 NO WAIVER

NMT’s election to continue working despite any Client-Caused Delay shall not waive its right to claim timeline relief, standby charges, remobilisation costs, suspension rights, or re-baselining adjustments under this Agreement.

12. SUPPORT SERVICES & RATES

12.1 POST-GO-LIVE STABILIZATION

Following Go-Live of the system, a stabilization period of thirty (30) days shall apply, during which NMT shall address configuration defects or implementation issues attributable to the Services.

Requests during the stabilization period for enhancements, workflow changes, additional reports, revised business logic, or new functionality shall be treated as additional scope and subject to separate charges, unless such request relates to a material defect causing the system to fail to conform substantially to the approved Requirements Baseline.

For the avoidance of doubt, NMT’s support obligations do not include operational management of the Client’s day-to-day business processes, user administration, data governance, or internal business decision-making unless expressly stated otherwise in the applicable Statement of Work or support agreement.

12.2 SUPPORT SERVICES

Support services may be provided on either:

(a) an on-demand basis; or

(b) a subscribed support contract basis.

Unless otherwise stated in writing, support services shall be charged at NMT’s prevailing support rates.

12.3 STANDARD SUPPORT RATES

Unless otherwise agreed in writing, standard support rates shall be as follows:

On-Demand Support (without Support Contract)

(a) During Office Hours: S$180 per man-hour

(b) Outside Office Hours: S$230 per man-hour

Subscribed Support (with Support Contract)

(a) During Office Hours: charged in minimum blocks of one (1) man-hour

(b) Outside Office Hours: charged in minimum blocks of two (2) man-hours

12.4 OFFICE HOURS

For the purposes of this Agreement, Office Hours means Monday to Friday, 9.00 a.m. to 6.00 p.m., excluding Saturdays, Sundays, and public holidays in Singapore.

12.5 SUPPORT CONTRACTS

Where the Client purchases a subscribed support contract, the contract shall include the fixed allocation of support hours for each contract year as stated in the applicable proposal, Statement of Work, or support schedule.

Once the allocated support hours are exhausted, any additional support services shall be subject to a further purchase of support hours, renewal, or top-up at NMT’s prevailing rates unless otherwise agreed in writing.

12.6 CARRY-FORWARD OF UNUSED SUPPORT HOURS

For multi-year subscribed support contracts, unused support hours may be carried forward to the subsequent contract year only if expressly stated in the applicable proposal or support schedule, and in any event subject to:

(a) a maximum carry-forward period of six (6) months; and

(b) no carry-forward beyond the final year of the contract tenure.

Any unused support hours not utilised within the permitted carry-forward period shall lapse without refund or credit, unless otherwise expressly agreed in writing.

12.7 FUNCTIONAL-TO-TECHNICAL SUPPORT HOUR CONVERSION

The Client may elect, by written notice to NMT, to convert available Functional Support Hours into Technical Support Hours at the conversion rate of two and one-half (2.5) Functional Support man-hours to one (1) Technical Support man-hour.

Any such conversion shall be final, irreversible, and not capable of reverse conversion back into Functional Support Hours unless NMT expressly agrees otherwise in writing.

The converted hours shall take effect upon NMT’s written acknowledgement and shall thereafter be treated as Technical Support Hours for all purposes under the applicable support arrangement.

13. INTELLECTUAL PROPERTY

13.1 GENERAL OWNERSHIP

NMT retains ownership of all methodologies, tools, frameworks, reusable software or system components, system architecture, know-how, and any other underlying materials developed prior to or during the course of the project, including any reusable elements incorporated into the project deliverables.

Unless expressly stated otherwise in this Agreement or in the applicable Statement of Work (“SOW”), no intellectual property rights are transferred to the Client.

All source code used, developed, or deployed in connection with the project shall be classified into the following three (3) categories:

1. Open-Source Software;
2. NMT Proprietary Code; and
3. Client Proprietary Code.

13.2 OPEN SOURCE SOFTWARE

Open-Source Software includes third-party systems, frameworks, libraries, and components licensed under their respective open-source licenses (including GPL, LGPL, MIT, Apache, or similar licenses), including but not limited to Odoo and Linux.

Such software remains subject to its applicable open-source license terms. Nothing in this Agreement shall override, modify, or limit any rights or obligations arising under such licenses.

NMT does not claim ownership of any Open-Source Software. All such components remain the property of their respective owners and are governed solely by their applicable open-source license terms.

13.3 NMT PROPRIETARY CODE

Ownership of NMT Intellectual Property

All proprietary modules, source code, reusable components, libraries, methodologies, frameworks, tools, system architecture, enhancements, and other materials developed or owned by NMT (collectively, “NMT Proprietary Code”) shall remain the exclusive intellectual property of NMT.

Unless expressly designated as Client Proprietary Code in the applicable SOW, all customizations, enhancements, developments, modifications, and reusable components created in connection with the project shall be deemed NMT Proprietary Code.

Upon completion of the project, NMT shall retain all rights, title, and interest in and to the completed source code and any underlying components, including the right to further develop, modify, reuse, commercialize, license, or redistribute such software and related materials.

Except as expressly stated in this Agreement, no intellectual property rights in NMT Proprietary Code are transferred to the Client.

Background and Pre-Existing Materials

Any software, libraries, tools, modules, templates, frameworks, or other materials developed or owned by NMT prior to the commencement of the project, or independently developed outside the scope of the project, shall remain the sole property of NMT.

The incorporation or use of such materials in the project shall not grant the Client any ownership rights in or to such pre-existing intellectual property.

License Grant

Subject to full payment of all applicable fees and the Client maintaining an active subscription to NMT’s services where applicable, NMT grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable license to use the NMT Proprietary Code solely for the Client’s internal business operations and solely during the term of the applicable active service or subscription arrangement.

License Restrictions

Unless expressly authorised in writing by NMT, the Client shall not:

1. transfer, assign, sell, or otherwise dispose of the software or source code;
2. distribute, sublicense, lease, rent, disclose, or otherwise provide access to any third party;
3. modify, alter, adapt, reverse engineer, decompile, disassemble, or create derivative works from the NMT Proprietary Code, except to the extent expressly permitted by mandatory law; or
4. use the software for commercial resale, service bureau use, timesharing, outsourcing services, or for the benefit of any third party.

Termination of License

Upon termination, expiry, or non-renewal of the applicable service subscription or license arrangement, the Client’s license to use the NMT Proprietary Code shall automatically cease unless otherwise expressly agreed in writing by the Parties.

Optional Buy-Out

Any option for the Client to purchase ownership of any NMT Proprietary Code, source code library, reusable module library, or related intellectual property shall not arise automatically and shall remain subject to NMT’s prior written agreement.

Where such an option is offered by NMT, any transfer of ownership rights shall:

1. be governed by a separate written agreement;
2. be subject to valuation determined at the time of negotiation; and
3. take into account development investment, accumulated enhancements, commercial reuse value, and any other relevant factors.

No ownership rights shall transfer unless expressly agreed in writing and executed by both Parties.

13.4 CLIENT PROPRIETARY CODE

“Client Proprietary Code” means only those bespoke modules, custom developments, or deliverables expressly identified in the applicable SOW as “Client-Owned Deliverables”.

Subject to full payment of all applicable one-off project fees:

1. the Client shall own the intellectual property rights in such Client Proprietary Code; and
2. the Client shall have the right to use, modify, distribute, and build upon such Client Proprietary Code.

The Client hereby grants NMT a perpetual, royalty-free, non-exclusive license to use, access, modify, and maintain such Client Proprietary Code solely for the purposes of providing support, maintenance, enhancements, integrations, or related services to the Client.

For the avoidance of doubt, all developments, customizations, enhancements, and deliverables shall be deemed NMT Proprietary Code unless expressly designated in writing in the applicable SOW as Client Proprietary Code.

14. DATA OWNERSHIP

14.1 OWNERSHIP OF CLIENT DATA

All business data, records, documents, files, transaction data, master data, operational data, reports, and other information provided by the Client to NMT, or generated from the Client’s use of the system in the course of the Services (collectively, “Client Data”), shall remain the property of the Client.

Nothing in this Agreement transfers ownership of Client Data to NMT.

14.2 NMT RIGHTS TO USE CLIENT DATA FOR SERVICE DELIVERY

The Client grants NMT a non-exclusive, limited right to host, access, use, process, store, copy, transmit, back up, migrate, modify, and otherwise handle Client Data solely to the extent reasonably necessary for:

1. performing the Services;
2. providing support, maintenance, hosting, troubleshooting, backup, restoration, migration, and related technical services;
3. complying with applicable law, regulatory obligations, security requirements, audit requirements, or lawful requests; and
4. enforcing NMT’s rights under this Agreement.

14.3 DATA EXPORT ON TERMINATION

Upon termination or expiry of the applicable Services, and subject to:

1. full payment of all outstanding fees, charges, costs, and expenses due to NMT; and
2. the Client making a written request within the period stated in Clause 14.4,

NMT shall use reasonable efforts to provide the Client with an export of Client Data in a format reasonably determined by NMT based on technical feasibility, system limitations, security considerations, and the format in which such data is maintained.

Unless otherwise expressly stated in the applicable SOW or support agreement:

1. NMT is not required to provide data in any bespoke, transformed, reconciled, or migration-ready format;
2. data extraction, conversion, restoration from backup, data mapping, cleansing, validation, and migration assistance may be separately chargeable at NMT’s prevailing rates; and
3. NMT is not required to provide any software, source code, environment, connector, third-party licence, or technical assistance beyond the agreed export itself.

14.4 POST-TERMINATION RETENTION PERIOD

Unless otherwise required by applicable law or expressly agreed in writing, NMT may retain Client Data for a limited period after termination or expiry solely for backup, system administration, dispute resolution, legal compliance, audit, fraud prevention, or business record purposes.

After such period, NMT may delete, anonymise, or render inaccessible any remaining Client Data without further liability to the Client, provided always that NMT may retain data to the extent required by law or reasonably necessary for legitimate legal or business purposes. 

14.5 NO LONG-TERM ARCHIVAL OBLIGATION

NMT shall have no obligation to provide long-term archival, preservation, escrow, indefinite retention, or records-management services for Client Data after termination unless expressly agreed in writing under a separate hosting, managed services, or archival arrangement.

14.6 CLIENT RESPONSIBILITY FOR DATA RETRIEVAL

The Client is solely responsible for requesting and retrieving its Client Data before the expiry of any applicable post-termination access or retention period.

NMT shall not be liable for any loss of access to Client Data arising from the Client’s failure to request export or retrieval within the applicable period.

14.7 PERSONAL DATA COMPLIANCE

To the extent that Client Data includes personal data, each Party shall comply with the data protection laws applicable to it in connection with the performance of this Agreement.

As between the Parties, the Client shall remain solely responsible for:

1. the legality of the collection, use, disclosure, and transfer of all personal data comprised in Client Data;
2. providing all notices and obtaining all consents, authorisations, or other legal bases required for NMT to lawfully provide the Services; and
3. the accuracy, quality, and minimisation of such personal data.

Where NMT processes personal data on behalf of the Client in the course of providing the Services, NMT shall do so only on the Client’s documented instructions as incorporated in this Agreement, the applicable SOW, or written directions issued by the Client, and only to the extent reasonably necessary for service delivery, support, maintenance, backup, migration, testing, troubleshooting, security, or other ancillary operational purposes connected with the Services.

NMT does not independently verify, monitor, or assume responsibility for the Client’s compliance with applicable data protection laws, including any obligation to provide notice, obtain consent, establish lawful basis, respond to data subject requests, or assess whether any particular personal data should be collected, uploaded, transferred, or retained.

The Client shall not provide NMT with any personal data beyond what is reasonably necessary for the Services and shall, where practicable, anonymise, pseudonymise, mask, or otherwise minimise personal data before disclosure to NMT.

To the extent required by applicable law, NMT shall implement reasonable administrative, technical, and organisational measures for the protection of personal data processed by NMT on behalf of the Client, having regard to the nature of the Services and the information made available to NMT.

If the Client requires NMT to enter into any separate data processing agreement, transfer mechanism, security schedule, audit undertaking, or compliance annex, the same shall be subject to mutual agreement and, unless already included in the agreed scope, may be treated as additional work chargeable at NMT’s then-applicable rates.

15. THIRD-PARTY DEPENDENCIES

15.1 THIRD-PARTY DEPENDENCIES

NMT shall not be liable for any system performance issue, outage, failure, delay, incompatibility, degradation, or non-performance to the extent arising from any factor beyond NMT’s reasonable control, including without limitation:

1. third-party software, platforms, systems, APIs, connectors, plug-ins, or services;
2. cloud hosting providers, infrastructure providers, telecommunications providers, or internet service providers;
3. open-source components or community-supported software;
4. changes, deprecation, suspension, withdrawal, unavailability, incompatibility, or modified behaviour of any external platform, service, or interface;
5. third-party licence restrictions, support withdrawal, access limitations, or authentication changes; or
6. any legal, regulatory, policy, or compliance change affecting the use, integration, availability, or operation of any third-party system or service.

Where the Services depend on any such third-party component, NMT’s responsibility shall be limited to performing the agreed Services with reasonable skill and care in relation to that dependency, and NMT does not warrant the continued availability, compatibility, performance, supportability, or future behaviour of any third-party component.

If any such third-party issue materially affects the Services, NMT shall be entitled to reasonable adjustments to scope, timelines, milestones, implementation approach, and fees through the Variation Order process where additional work is required.

15.2 LEGACY SYSTEM DEPENDENCIES

NMT shall not be responsible for any delay, defect, migration issue, reconciliation issue, or system problem caused by:

1. incomplete, inaccurate, inconsistent, or duplicate legacy data;
2. corrupted, damaged, obsolete, or unreliable historical records;
3. undocumented, unclear, inconsistent, or non-standard legacy processes or business rules;
4. inaccessible, restricted, unstable, unsupported, or unavailable legacy systems, databases, or environments; or
5. missing credentials, unavailable technical documentation, or lack of access to legacy environments or vendors.

15.3 ADDITIONAL SCOPE FOR LEGACY DATA WORK

Where legacy data, legacy systems, or historical records require additional cleansing, extraction, transformation, mapping, validation, reconciliation, restoration, reverse engineering, or remedial analysis beyond the assumptions in the applicable Project Document, such work shall constitute additional scope and shall be subject to the Variation Order process.

15.4 NO RESPONSIBILITY FOR UNRECOVERABLE LEGACY ISSUES

NMT shall not be liable for any inability to migrate, reconstruct, reconcile, validate, or accurately reproduce legacy data, records, logic, or outputs where such inability arises from the condition, structure, accessibility, quality, or limitations of the legacy environment or data source rather than from a failure by NMT to perform the agreed Services.

16. DATA & SECURITY

16.1 SECURITY PRACTICES

NMT shall implement and maintain reasonable and commercially appropriate administrative, technical, and organisational security measures designed to protect Client data handled by NMT in connection with the Services against unauthorised access, use, disclosure, alteration, or destruction.

Without limiting the generality of the foregoing, NMT’s security practices may include, where applicable:

1. restricting access to Client systems, project environments, and related materials to designated developers, project managers, and authorised support personnel on a need-to-know basis;
2. role-based or department-based access controls for shared materials and project resources, including such restrictions as may be implemented in accordance with the Client’s instructions where agreed;
3. controlled authentication procedures, certificate-based access where applicable, monitored or logged engineer access, and other appropriate access control measures for deployment environments;
4. secured database environments and, where applicable, dedicated instances or logically segregated environments intended to support separation of Client systems and associated data; and
5. maintenance of supported infrastructure environments, including application of relevant security patches and updates in accordance with NMT’s internal operational practices.

NMT may update, modify, enhance, replace, or refine its security practices from time to time, provided that such practices remain commercially reasonable in light of the nature of the Services.

16.2 SECURITY TESTING AND ADDITIONAL SECURITY SERVICES

As part of its internal security programme, NMT may conduct periodic vulnerability assessments and related security reviews at intervals determined by NMT in its reasonable discretion.

Unless expressly stated otherwise in the applicable Statement of Work, proposal, or separate security services agreement:

1. routine penetration testing is not included as part of NMT’s standard Services;
2. formal security audits, certification exercises, compliance attestations, red-team exercises, forensic reviews, or customer-specific security testing are not included; and
3. any Client-requested penetration testing, security hardening, vulnerability remediation beyond standard remediation practices, security documentation package, or additional security enhancement shall constitute additional scope and may be subject to separate fees, timelines, and terms.

16.3 CLIENT SECURITY RESPONSIBILITIES

The Client shall remain solely responsible for:

1. its own security governance, policies, regulatory compliance obligations, and internal control environment;
2. user access administration, password and credential protection, endpoint security, network security, internal permissions, and operational controls within its own organisation;
3. the legality, integrity, quality, and appropriateness of the data supplied to NMT;
4. maintaining any security safeguards, approvals, notices, consents, or regulatory measures required for its business, users, systems, or industry; and
5. reviewing and validating whether the Services, system design, hosting model, and security measures offered by NMT are sufficient for the Client’s specific regulatory, operational, contractual, or internal policy requirements.

Unless expressly agreed in writing, NMT shall not be responsible for independently auditing, certifying, validating, or assuring the security of the Client’s own systems, infrastructure, devices, credentials, endpoints, internal networks, or third-party services engaged by the Client.

16.4 THIRD-PARTY SYSTEMS AND EXTERNAL DEPENDENCIES

The Client acknowledges that the Services may involve interaction with third-party software, hosting providers, cloud infrastructure, APIs, telecommunications networks, payment gateways, open-source components, and other systems not owned or controlled by NMT.

NMT shall not be responsible for the availability, security, resilience, performance, behaviour, compatibility, or continued support of such third-party systems, except to the extent NMT has expressly agreed in writing to provide specific managed services in relation to them.

16.5 NO ABSOLUTE SECURITY GUARANTEE

The Client acknowledges that no system, software environment, network, cloud platform, or security measure can guarantee absolute security or eliminate all cybersecurity risk.

Accordingly, NMT does not warrant or guarantee that the Services, any system, any hosted environment, or any data transmission will be completely secure, uninterrupted, or immune from cyberattack, intrusion, malware, ransomware, denial-of-service event, credential compromise, unauthorised access, or other security incident.

NMT shall not be liable for any security incident, data breach, unauthorised access, corruption, or loss to the extent arising from:

1. Client-side vulnerabilities, misconfigurations, or failures of internal controls;
2. compromised credentials, weak passwords, improper access management, or acts or omissions of the Client’s personnel, contractors, agents, or users;
3. third-party systems, hosting environments, APIs, open-source components, or external platforms not controlled by NMT;
4. inaccurate, incomplete, corrupted, malicious, or improperly formatted data provided by or on behalf of the Client;
5. cyberattacks, malicious code, phishing, ransomware, social engineering, denial-of-service attacks, or other events beyond NMT’s reasonable control; or
6. any Force Majeure Event.

16.6 CLIENT DATA QUALITY AND LEGALITY

The Client shall be solely responsible for the accuracy, completeness, legality, integrity, and proper formatting of all data, content, files, credentials, and materials provided to NMT for migration, processing, hosting, configuration, testing, or use within the system.

NMT shall not be responsible for any error, delay, corruption, failed output, security issue, or system behaviour arising from inaccurate, incomplete, inconsistent, corrupted, unlawful, or improperly formatted data supplied by or on behalf of the Client.

16.7 SECURITY INCIDENTS AND COOPERATION

Where NMT becomes aware of a material security incident affecting Client data within NMT’s controlled service environment, NMT shall use reasonable efforts to investigate, contain, and notify the Client within a commercially reasonable time, subject to applicable law, security response procedures, and the need to avoid compromising containment or forensic response.

The Parties shall cooperate in good faith in relation to any such incident to the extent reasonably necessary for containment, remediation, business continuity, and compliance with applicable law.

17. DATA BACKUP 

17.1 DATA BACKUP SERVICE

Where NMT provides backup services as part of the Services or under a separate backup service arrangement, such services shall be governed by this Clause 17 unless otherwise expressly stated in the applicable Statement of Work, proposal, or support schedule.

17.2 DELETION OF BACKUP DATA UPON TERMINATION

Upon termination, expiry, or discontinuation of the backup service, NMT may permanently delete, expunge, or render inaccessible all backup data associated with the service within fourteen (14) days after the effective date of termination, unless otherwise required by law or expressly agreed in writing.

The Client shall be solely responsible for requesting and retrieving any required data before the expiry of such period.

17.3 REINSTATEMENT OF BACKUP SERVICE

If the backup service is subsequently reinstated after termination, suspension, or discontinuation, the backup service shall recommence prospectively from the date of reinstatement or from the last backup point then available to NMT, if any.

NMT does not guarantee the preservation, restoration, or continued availability of any prior backup data following termination or deletion under Clause 17.2.

17.4 BACKUP SERVICE PRICING

The fees for backup services shall be determined based on the volume of backup data attributable to the Client as measured on the relevant invoicing date or other measurement date reasonably adopted by NMT.

17.5 TIER-BASED PRICING ADJUSTMENTS

If the Client’s backup storage volume increases into a higher pricing tier, as measured by NMT on a periodic basis (which may include weekly verification), NMT may calculate the resulting price differential on a pro-rated basis and include such additional amount in the next invoice.

If the Client’s backup storage volume decreases into a lower pricing tier, NMT may calculate the resulting price differential on a pro-rated basis and apply the relevant amount as a credit toward the next renewal invoice or such other future invoice as NMT may determine.

17.6 NO REFUND

Except where expressly required by law or otherwise agreed in writing, all fees paid for backup services are non-refundable, and any credits arising from tier adjustments shall be applied only in the manner described in Clause 17.5.

17.7 PRICING REVISIONS

NMT may revise backup service pricing, storage tiers, measurement methodology, or related service charges upon not less than thirty (30) days’ written notice to the Client.

Any such revised pricing shall apply prospectively from the effective date stated in the notice.

18. CONFIDENTIALITY

18.1 DEFINITION OF CONFIDENTIAL INFORMATION

Each Party (the “Receiving Party”) may receive or have access to confidential, proprietary, technical, commercial, financial, operational, or other non-public information of the other Party (the “Disclosing Party”) in connection with this Agreement (“Confidential Information”).

Confidential Information includes, without limitation:

1. business plans, pricing, proposals, quotations, commercial terms, forecasts, customer information, financial information, and internal policies;
2. software, source code, system architecture, documentation, specifications, technical materials, methodologies, workflows, processes, product roadmaps, implementation approaches, and know-how;
3. security information, credentials, system configurations, infrastructure details, and technical environment information;
4. any information marked or identified as confidential, or which ought reasonably to be understood to be confidential by its nature or the circumstances of disclosure; and
5. in the case of NMT, all pricing, solution design, documentation, methodologies, reusable materials, and proprietary information disclosed or made available in connection with the Services.

18.2 CONFIDENTIALITY OBLIGATIONS

The Receiving Party shall:

1. keep the Confidential Information strictly confidential;
2. use the Confidential Information solely for the purpose of performing, receiving, enforcing, or administering this Agreement;
3. not disclose the Confidential Information to any third party except as permitted under this Clause; and
4. protect the Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of a similar nature.

18.3 PERMITTED DISCLOSURES

The Receiving Party may disclose Confidential Information only to its employees, officers, directors, professional advisers, auditors, subcontractors, affiliates, or service providers who have a legitimate need to know such information for the purposes of this Agreement, provided that the Receiving Party ensures that such persons are bound by confidentiality obligations no less protective than those set out in this Agreement.

The Receiving Party shall remain responsible for any breach of this Clause by any person to whom it discloses Confidential Information.

18.4 EXCLUSIONS

Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes publicly available other than through a breach of this Agreement;
2. was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party;
3. is lawfully received from a third party without breach of any duty of confidentiality; or
4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

18.5 COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, court order, stock exchange rule, or request of a governmental, tax, or regulatory authority to disclose any Confidential Information, it may do so to the extent legally required, provided that, where legally permitted, it gives the Disclosing Party prompt written notice and reasonable cooperation to enable the Disclosing Party to seek protective treatment or other appropriate relief.

18.6 RETURN, DESTRUCTION, AND RETENTION

Upon written request by the Disclosing Party, or upon termination or expiry of this Agreement, the Receiving Party shall, to the extent reasonably practicable, return or destroy Confidential Information that is no longer required for the purposes of this Agreement.

Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information:

1. in routine backups, archives, or disaster recovery systems not readily accessible in the ordinary course; or
2. for record-keeping, compliance, audit, insurance, taxation, legal, evidential, enforcement, or internal policy purposes,

provided that any retained Confidential Information shall remain subject to this Clause for so long as it is retained.

18.7 NO LICENCE OR TRANSFER

Except as expressly stated in this Agreement, no licence, right, title, or interest in any Confidential Information is granted or transferred by disclosure under this Agreement.

18.8 SURVIVAL

The obligations in this Clause shall survive termination or expiry of this Agreement and continue for a period of five (5) years thereafter, except in relation to trade secrets, source code, security information, credentials, and information that is inherently confidential by nature, for which the obligations shall continue for so long as such information remains confidential.

19. SUBSCRIPTION TERM, RENEWAL AND SERVICE CONTINUITY

19.1 APPLICATION

This Clause 19 applies to all subscription-based, recurring, hosted, licensed, or support-related services provided by NMT, unless otherwise expressly stated in the applicable Statement of Work, Budget Proposal, support schedule, licence schedule, or other signed Project Document.

19.2 IMPLEMENTATION TERM

The implementation term shall commence on the date of Commencement of Work and shall continue until completion, termination, suspension, or other conclusion of the implementation Services in accordance with this Agreement.

For the avoidance of doubt, Commencement of Work includes any project initiation, discovery, planning, solution design, technical study, environment preparation, licence procurement, configuration, development, resource allocation, or other preparatory or implementation activity undertaken by NMT in connection with the project.

19.3 SUBSCRIPTION / LICENCE TERM

Unless otherwise expressly stated in writing, the term of any hosted platform, software subscription, user licence, environment, third-party licence, or recurring system entitlement procured, activated, reserved, or made available for the Client shall commence on the earliest of:

1. the date of Commencement of Work;
2. the date the relevant environment, tenant, platform, or subscription is provisioned, activated, reserved, or made available for the Client; or
3. the date on which NMT incurs the relevant third-party subscription, licensing, hosting, or platform commitment for the Client.

Any such subscription or licence shall continue for the term stated in the applicable Project Document and, if no term is stated, for an initial term of twelve (12) months.

19.4 SUPPORT / MAINTENANCE TERM

Unless otherwise expressly stated in writing, the post-go-live support or maintenance term shall commence on the date of Go-Live.

For the avoidance of doubt, support, issue resolution, implementation assistance, setup support, configuration guidance, testing assistance, defect handling, and project-related troubleshooting provided prior to Go-Live shall be treated as part of the implementation Services, stabilization support, or other pre-go-live project scope, and not as part of the post-go-live support or maintenance term unless expressly stated otherwise.

19.5 AUTOMATIC RENEWAL

Upon expiry of the applicable subscription term, licence term, support term, or recurring service term, the relevant service shall automatically renew for successive renewal terms of twelve (12) months each, unless either Party gives not less than thirty (30) Working Days’ prior written notice of non-renewal.

19.6 CONTINUITY DURING RENEWAL DISCUSSIONS

If the Parties enter into discussions regarding renewal, repricing, revised scope, revised licence quantities, support levels, or updated commercial terms, such discussions shall not by themselves affect the continuity of this Agreement or prevent automatic renewal unless expressly agreed otherwise in writing.

Where the Parties intend that services are to continue only on revised or replacement terms, and no such renewal or replacement agreement is executed before the expiry of the then-current term, NMT may suspend the affected recurring services, support, subscriptions, or renewables until the relevant renewal or replacement document is executed.

19.7 ODOO ENTERPRISE AND THIRD-PARTY SUBSCRIPTION TERMS

Where the Services include Odoo Enterprise user licences or any other third-party subscription, licence, or platform entitlement, the Client acknowledges and agrees that such subscription or licence may also be subject to the applicable third-party vendor terms, including any amendments, updates, or successor terms published by the relevant vendor from time to time.

To the extent any third-party vendor changes its pricing, licensing structure, renewal model, technical requirements, scope of entitlement, or contractual terms, NMT may make corresponding adjustments to the applicable fees, service terms, scope, or billing structure on written notice to the Client.

19.8 CHANGES TO SUBSCRIPTION REQUIREMENTS

Any requested revision to subscribed user counts, service levels, support allocation, hosting profile, storage profile, system requirements, licence quantities, or other recurring service parameters must be requested in writing by the Client.

Any such revision may require a Variation Order, addendum, revised renewal schedule, or other written amendment, and NMT may adjust the applicable fees, charges, billing structure, and service scope accordingly.

19.9 NON-CANCELLABILITY AND NON-REFUNDABILITY

Except where required by applicable law or expressly stated otherwise in writing:

1. fees for subscription services, recurring services, hosting services, support contracts, maintenance services, licence terms, and renewal terms are non-cancellable and non-refundable once such services have commenced, been procured, activated, reserved, or renewed; and
2. any early termination, cancellation, downgrading, discontinuation, or non-use by the Client shall not entitle the Client to any refund, rebate, credit, or repayment of fees already paid or committed for the applicable term.

Any unpaid fees for Services already rendered, accrued recurring charges, committed subscription fees, renewal charges, third-party commitments, and other amounts then due shall become immediately due and payable.

19.10 SUPPORT INCLUDED IN SUBSCRIPTION

Where the applicable subscription, support contract, or recurring service package includes technical support, such support shall be provided only to the extent expressly stated in the applicable Statement of Work, proposal, support schedule, or renewal document.

Any support services or hours beyond the included allocation shall be separately chargeable at NMT’s prevailing support rates under this Agreement. Unless otherwise stated, on-site disbursements, transport, and other out-of-pocket expenses are excluded and separately chargeable.

19.11 SURVIVAL DURING ACTIVE SERVICE PERIOD

All duties, obligations, restrictions, rights, payment obligations, intellectual property protections, confidentiality obligations, and liability allocations under this Agreement shall remain in full force and effect throughout each active implementation term, subscription term, licence term, support term, renewal term, and service period.

20. TERMINATION

20.1 TERMINATION FOR CONVENIENCE BY CLIENT

The Client may terminate this Agreement or any applicable Statement of Work, Phase Agreement, subscription term, support term, or other Project Document for convenience by giving not less than thirty (30) days’ prior written notice to NMT.

Any termination for convenience by the Client, including any decision not to proceed with any subsequent contracted phase, module, workstream, or other committed scope, shall not relieve the Client from liability for:

1. all fees, charges, and expenses accrued or incurred up to the effective date of termination;
2. all non-cancellable third-party costs, licences, subscriptions, procurement commitments, and pass-through expenses incurred or committed by NMT in reliance on this Agreement or the affected Project Document; and
3. the applicable non-continuation charge, scope reduction charge, or early termination compensation payable under this Agreement.

Unless otherwise expressly stated in this Agreement or required by applicable law, all amounts paid prior to the effective date of termination are non-refundable.

20.2 PHASE NON-CONTINUATION / PARTIAL TERMINATION

If the Client elects not to proceed with any subsequent contracted phase after Commencement of Work on the project, such election shall constitute a partial termination of the bundled project scope and shall be governed by Clause 5 and, where applicable, Clause 9.

For the avoidance of doubt, where a non-continuation fee is payable for an uncommenced downstream phase, such fee shall be determined in accordance with Clause 5.4.

For the purposes of this Clause, “uncommenced phase value” means the value expressly allocated to the relevant phase in the signed Budget Proposal, Statement of Work, Phase Agreement, or other applicable Project Document.

20.3 TERMINATION BY NMT FOR CAUSE

NMT may terminate this Agreement and/or any affected Statement of Work, subscription, support term, or other Project Document by written notice to the Client if:

1. the Client commits a material breach of this Agreement and fails to cure such breach within seven (7) days after written notice from NMT;
2. any undisputed payment remains overdue for more than fourteen (14) days after the due date;
3. the Client fails to provide required information, approvals, access, assistance, resources, or participation for a continuous period exceeding thirty (30) days, such that the Services cannot reasonably proceed; or
4. the Client becomes insolvent, enters liquidation, judicial management, receivership, administration, bankruptcy, or any analogous insolvency proceeding, or ceases or threatens to cease carrying on business in the ordinary course.

20.4 SUSPENSION RIGHTS

Without prejudice to its other rights and remedies, NMT may suspend all or any part of the Services, Deliverables, support, access, subscriptions, or further work upon written notice to the Client if:

1. the Client is in material breach of this Agreement;
2. any payment remains overdue beyond fourteen (14) days from the due date;
3. the Client fails to provide required approvals, information, access, or resources necessary for NMT to proceed; or
4. continued performance would expose NMT to legal, security, operational, or commercial risk arising from the Client’s acts or omissions.

Any such suspension shall not constitute a breach by NMT, and NMT shall not be liable for any resulting delay, disruption, milestone slippage, or project impact arising from the suspension.

NMT shall be entitled to reasonable remobilisation fees, re-planning charges, and timeline adjustments arising from any such suspension and subsequent restart.

20.5 CONSEQUENCES OF TERMINATION

Upon termination or expiry of this Agreement or any affected Project Document:

1. NMT may cease performing the terminated Services;
2. all rights granted to the Client in respect of terminated services, subscriptions, support, or licensed materials shall cease, except to the extent expressly stated otherwise in this Agreement;
3. all outstanding amounts owing to NMT, including accrued fees, committed charges, third-party costs, and any applicable termination-related compensation, shall become immediately due and payable; and
4. each Party shall comply with the applicable post-termination obligations under this Agreement, including those relating to confidentiality, intellectual property, data handling, and payment.

For the avoidance of doubt, termination shall not affect any rights, remedies, claims, liabilities, or obligations accrued up to the effective date of termination.

20.6 SUBSCRIPTION AND LICENCE CONSEQUENCES

Any subscription services, third-party licences, hosting commitments, or recurring services procured or committed for the Client, including Odoo Enterprise subscriptions, shall remain subject to the applicable subscription term, renewal terms, third-party vendor terms, and non-refundable payment provisions set out in this Agreement.

Unless otherwise expressly agreed in writing, subscription fees and third-party licence fees already incurred, paid, or committed are non-refundable and shall continue to apply for the remainder of the applicable committed period.

20.7 INTELLECTUAL PROPERTY CONSEQUENCES OF TERMINATION

The consequences of termination in relation to Open-Source Software, NMT Proprietary Code, Client Proprietary Code, source code access, and any licence or buy-out rights shall be governed exclusively by Clause 13.

For the avoidance of doubt:

1. Client Proprietary Code, if any, shall be dealt with in accordance with Clause 13.4;
2. Open-Source Software shall remain subject to its applicable licence terms; and
3. NMT Proprietary Code shall not be transferred, released, or assigned to the Client except as expressly agreed in writing and subject to any applicable licence fee, buy-out fee, or separate transfer agreement.

20.8 SURVIVAL

Termination or expiry of this Agreement shall not affect any provision which by its nature is intended to survive termination, including without limitation provisions relating to:

1. accrued payment obligations;
2. confidentiality;
3. intellectual property;
4. data ownership, retention, export, and deletion;
5. limitations of liability and exclusions;
6. dispute resolution and governing law; and
7. any rights or remedies arising out of any antecedent breach of this Agreement.

21. LIMITATION OF LIABILITY

21.1 APPLICATION OF THIS CLAUSE

To the maximum extent permitted by applicable law, this Clause 21 sets out the entire financial liability of NMT arising out of or in connection with this Agreement, any Statement of Work, any Project Document, the Services, any Deliverable, or any use of the system or related services, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, strict liability, or otherwise.

21.2 AGGREGATE LIABILITY CAP

Subject always to Clause 21.7, NMT’s total aggregate and cumulative liability arising out of or in connection with any claim shall not exceed the total fees actually paid by the Client to NMT under the specific Statement of Work, project phase, subscription term, support term, or other Project Document giving rise to the claim.

For the avoidance of doubt:

1. liability shall not be aggregated across separate Statements of Work, phases, milestones, subscriptions, support terms, or Project Documents; and
2. where a claim relates only to a particular phase, module, subscription, support term, or workstream, the liability cap shall be limited to the fees actually paid for that specific affected scope.

21.3 EXCLUDED LOSSES

To the maximum extent permitted by applicable law, NMT shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive loss or damage, or for any loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, reputational damage, loss of contracts, business interruption, loss of production, downtime, or loss or corruption of data, whether arising directly or indirectly and whether or not such loss was foreseeable.

21.4 THIRD-PARTY SYSTEMS AND SERVICES

NMT shall not be liable for any failure, disruption, delay, incompatibility, degradation, non-performance, or loss arising from or connected with any third-party software, platform, API, hosting provider, cloud infrastructure, telecommunications service, payment gateway, open-source component, artificial intelligence model, data source, or other third-party service or dependency not under NMT’s direct control, except to the extent directly caused by NMT’s failure to perform the agreed Services with reasonable skill and care in relation to that dependency.

21.5 DATA, SECURITY, AND CLIENT-CONTROLLED RISKS

To the maximum extent permitted by applicable law, NMT shall not be liable for any data loss, corruption, destruction, alteration, unauthorised access, unauthorised disclosure, security incident, or system misuse to the extent arising from:

1. client-side vulnerabilities, misconfigurations, or failures of internal controls;
2. compromised credentials, improper access management, or actions or omissions of the Client’s users, personnel, contractors, or agents;
3. failures or limitations of third-party systems, infrastructure, or external dependencies;
4. cyberattacks, malware, ransomware, phishing, social engineering, or other events beyond NMT’s reasonable control; or
5. inaccurate, incomplete, inconsistent, corrupted, unlawful, or improperly formatted data supplied by or on behalf of the Client.

The Client remains responsible for implementing and maintaining appropriate access controls, credential protection, independent backups, disaster recovery measures, and business continuity arrangements appropriate for its business.

Any liability of NMT relating to data, security, or system incidents shall remain subject to the exclusions and liability cap set out in this Clause 21.

21.6 ARTIFICIAL INTELLIGENCE AND AUTOMATED OUTPUTS

Where the Services involve artificial intelligence systems, machine learning models, automation tools, algorithmic recommendations, or automated outputs, the Client acknowledges that such outputs may be probabilistic, incomplete, or inaccurate and may require human review.

NMT shall not be liable for any decision, act, omission, loss, or damage resulting from the Client’s reliance on such outputs without appropriate review, validation, and approval by the Client.

The Client shall remain solely responsible for determining whether any such output is suitable for implementation, operational use, regulatory use, customer-facing use, or business reliance.

21.7 CARVE-OUTS

Nothing in this Agreement shall exclude or limit any liability to the extent such liability cannot lawfully be excluded or limited under applicable law.

The exclusions and limitations in this Clause 21 shall also not apply to fraud, fraudulent misrepresentation, or wilful misconduct.

21.8 THIRD-PARTY CLAIMS RELATING TO CLIENT OPERATIONS

NMT shall not be liable for any claim, loss, liability, cost, or expense brought by any third party against the Client arising from or related to the Client’s products, services, business operations, customer relationships, end-user dealings, regulatory obligations, or the Client’s own implementation, deployment, use, or operation of the system or Deliverables, except to the extent finally determined to have been directly caused by NMT’s breach of this Agreement.

21.9 CLIENT MATERIALS AND COMBINATION RISKS

NMT shall not be liable for any infringement, misappropriation, incompatibility, defect, or claim arising from:

1. any materials, data, software, specifications, instructions, branding, content, or other inputs provided by or on behalf of the Client;
2. modifications to any Deliverable not made or authorised by NMT; or
3. the combination, operation, or use of NMT Deliverables with third-party products, systems, services, or environments not provided or approved by NMT.

21.10 TIME BAR FOR CLAIMS

No action, claim, or proceeding arising out of or in connection with this Agreement may be brought against NMT more than twelve (12) months after the date on which the claimant first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.

21.11 LIMITED SERVICE WARRANTY; NO OTHER WARRANTIES

NMT warrants only that it shall perform the Services using reasonable skill, care, and diligence consistent with generally accepted professional standards for similar services.

Except as expressly stated in this Agreement or the applicable Statement of Work, and to the maximum extent permitted by applicable law, NMT disclaims all other warranties, representations, guarantees, conditions, and terms, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, or non-infringement.

21.12 EXCLUSIVE REMEDIES

Subject to any rights that cannot lawfully be excluded, the remedies expressly stated in this Agreement shall, to the maximum extent permitted by law, constitute the Client’s sole and exclusive contractual remedies against NMT in respect of matters arising under this Agreement.

22. NON-SOLICITATION

22.1 NON-SOLICITATION RESTRICTION

During the term of this Agreement and for a period of twelve (12) months after its termination or expiry, the Client shall not, without NMT’s prior written consent, directly or indirectly solicit, induce, recruit, hire, engage, or otherwise retain the services of any employee, consultant, contractor, or other personnel of NMT who:

1. was materially involved in the performance of the Services; and
2. had direct dealings with the Client in connection with this Agreement,

for the purpose of providing services that are the same as, similar to, or competitive with the Services provided by NMT under this Agreement.

22.2 INDIRECT ENGAGEMENTS

The restriction in Clause 22.1 applies whether the relevant engagement occurs directly or indirectly, including through any affiliate, related corporation, agent, recruiter, outsourcing provider, manpower provider, or other third party acting on behalf of the Client.

22.3 EXCLUSIONS

Clause 22.1 shall not apply where:

1. the relevant individual responds to a bona fide general recruitment advertisement or general market search not specifically targeted at NMT personnel; and
2. the Client has not otherwise directly or indirectly solicited, induced, approached, or encouraged that individual to leave NMT.

22.4 PRE-AGREED RECRUITMENT FEE

If the Client breaches this Clause 22 by hiring, engaging, or otherwise retaining any restricted individual during the restricted period, the Client shall pay NMT, as a reasonable pre-agreed recruitment and replacement fee, the higher of:

1. US$50,000; or
2. an amount equal to six (6) months of that individual’s last gross monthly compensation or service fee payable by NMT,

representing NMT’s anticipated losses arising from recruitment cost, replacement cost, training investment, project disruption, knowledge loss, transition cost, and management time.

The Parties acknowledge that this amount is intended to represent a reasonable and proportionate pre-agreed compensatory amount and is not intended to operate as a penalty. 

22.5 LEGITIMATE INTEREST

The Parties acknowledge that this Clause 22 is intended only to protect NMT’s legitimate business interests, including the stability of its project teams, customer-facing personnel relationships, confidential know-how, continuity of service delivery, and investment in recruiting and training specialised personnel. 

23. FORCE MAJEURE

23.1 FORCE MAJEURE EVENT

Neither Party shall be liable for any failure, delay, interruption, or inability to perform its obligations under this Agreement to the extent such failure, delay, interruption, or inability is caused by an event or circumstance beyond that Party’s reasonable control (a “Force Majeure Event”), including without limitation:

1. act of God, natural disaster, flood, fire, lightning, earthquake, storm, epidemic, pandemic, or public health emergency;
2. war, terrorism, civil unrest, riot, sabotage, embargo, sanctions, or armed conflict;
3. governmental action, change in law, regulatory restriction, court order, export control, or other action by any competent authority;
4. labour dispute, strike, lockout, industrial action, or shortage of labour or essential materials;
5. interruption or failure of utilities, telecommunications, internet connectivity, data centre operations, cloud hosting infrastructure, or other critical infrastructure not under the affected Party’s direct control;
6. cyber incident, denial-of-service event, widespread malware or ransomware event, or similar systemic technology disruption not caused by the affected Party’s breach of this Agreement;
7. deprecation, suspension, withdrawal, failure, or material change of any third-party API, platform, hosting environment, or external service on which the affected Services depend; or
8. any other event beyond the reasonable control of the affected Party.

23.2 EFFECT OF FORCE MAJEURE

The obligations of the affected Party shall be suspended only to the extent and for the duration that performance is prevented, hindered, or materially delayed by the Force Majeure Event.

The affected Party shall not be in breach of this Agreement, nor liable for delay or non-performance, to the extent caused by the Force Majeure Event.

23.3 NOTICE AND MITIGATION

The affected Party shall give the other Party written notice of the Force Majeure Event as soon as reasonably practicable, describing:

1. the nature of the event;
2. the obligations affected; and
3. the expected duration and impact, if known.

The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

23.4 PAYMENT FOR ACCRUED WORK AND COMMITTED COSTS

A Force Majeure Event shall not excuse the Client from payment of:

1. fees for Services performed up to the date of suspension or termination;
2. amounts already accrued or invoiced; and
3. any non-cancellable third-party costs, subscriptions, licences, procurement commitments, or pass-through expenses incurred by NMT before or during the Force Majeure Event in connection with the affected Services.

23.5 PROLONGED FORCE MAJEURE

If a Force Majeure Event continues for more than sixty (60) consecutive days and materially prevents performance of the affected Services, either Party may terminate the affected Statement of Work, subscription, support term, or other affected portion of this Agreement by written notice.

Any such termination shall take effect only in respect of the affected scope, unless the Force Majeure Event renders the Agreement as a whole incapable of meaningful continuation.

23.6 CONSEQUENCES OF TERMINATION FOR FORCE MAJEURE

Upon termination under Clause 23.5:

1. the Client shall pay NMT for all Services performed up to the effective date of termination;
2. the Client shall pay all non-cancellable third-party commitments and unavoidable costs incurred by NMT in reliance on the affected scope; and
3. neither Party shall have further liability to the other for failure to perform the terminated affected scope after the effective date of termination, except for obligations that expressly survive termination.

24. ARBITRATION AND GOVERNING LAW

24.1 ARBITRATION

Any dispute, controversy, claim, or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference into this Clause.

24.2 SEAT AND VENUE

The seat of arbitration shall be Singapore.

Unless otherwise determined by the arbitral tribunal, the arbitration hearings may be conducted in Singapore or in such manner as the tribunal considers appropriate, including by virtual or hybrid means.

24.3 NUMBER OF ARBITRATORS

The tribunal shall consist of one (1) arbitrator, unless SIAC determines otherwise in accordance with the SIAC Rules.

24.4 LANGUAGE

The language of the arbitration shall be English.

24.5 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Singapore.

25. GENERAL PROVISIONS

25.1 NOTICES

Any notice, demand, request, consent, approval, instruction, or other communication under or in connection with this Agreement shall be in writing.

Subject to any express provision in this Agreement permitting operational approvals, feedback, or project communications by email from an Authorised Representative, any formal notice relating to breach, suspension, termination, renewal, non-renewal, dispute, or legal claim shall be sent to the relevant Party at its last notified address or email address. Where reasonably practicable, the sender shall identify the subject matter or relevant clause to which the notice relates.

Any such notice shall be deemed received:

1. if delivered by hand, at the time of delivery;
2. if sent by courier or registered post, on the second (2nd) Working Day after dispatch; and
3. if sent by email, at the time of transmission, provided that no error message or delivery failure notice is received by the sender.

A Party may change its notice details by giving written notice to the other Party in accordance with this Clause.

25.2 ENTIRE AGREEMENT

This Agreement and the signed Project Documents constitute the entire agreement between the Parties in relation to their subject matter and supersede all prior discussions, negotiations, proposals, representations, understandings, and agreements, whether oral or written.

Each Party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, assurance, warranty, or undertaking not expressly set out in this Agreement, except that nothing in this Clause shall exclude liability for fraud or fraudulent misrepresentation.

25.3 SEVERABILITY

If any provision of this Agreement is held by any court, tribunal, or competent authority to be invalid, illegal, or unenforceable in whole or in part, that provision shall, to the extent of such invalidity, illegality, or unenforceability, be deemed severed, and the remaining provisions shall continue in full force and effect.

If any invalid, illegal, or unenforceable provision would be valid, legal, and enforceable if modified, the provision shall apply with such minimum modification as is necessary to make it valid, legal, and enforceable while preserving its commercial intent so far as possible.

25.4 ASSIGNMENT

The Client shall not assign, novate, transfer, charge, subcontract, declare a trust over, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of NMT.

NMT may assign, novate, transfer, or otherwise deal with this Agreement, in whole or in part, to any affiliate, successor, purchaser of its business, or group entity upon written notice to the Client.

25.5 SUBCONTRACTING

NMT may perform the Services, in whole or in part, through its employees, affiliates, subcontractors, consultants, offshore teams, hosting providers, cloud providers, support partners, or other service providers, provided that NMT shall remain responsible for the overall performance of the Services in accordance with this Agreement.

Unless expressly agreed otherwise in writing, the use of subcontractors or service providers by NMT shall not require prior approval from the Client.

25.6 NO WAIVER

No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall constitute a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any further or other exercise of it.

Any waiver of any right, power, or remedy under this Agreement shall be effective only if made in writing and signed by the waiving Party.

25.7 AMENDMENTS

No amendment, variation, modification, or supplement to this Agreement shall be valid unless made in writing and signed by the duly authorised signatories of both Parties, except where this Agreement expressly permits approvals, instructions, activations, or operational decisions to be given by email or other agreed electronic communication.

25.8 COUNTERPARTS AND ELECTRONIC EXECUTION

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

Execution and delivery of this Agreement or any Project Document by scanned signature, PDF signature, electronic signature, or other agreed electronic means shall be valid and effective as if the original signed document had been physically delivered.

25.9 INDEPENDENT CONTRACTOR

The Parties are independent contractors.

Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, fiduciary relationship, employment relationship, or other relationship of trust or representation between the Parties, and neither Party shall have authority to bind the other Party except as expressly stated in this Agreement.

25.10 NO THIRD-PARTY RIGHTS

A person or entity who is not a Party to this Agreement shall have no right to enforce any term of this Agreement, whether under the Contracts (Rights of Third Parties) Act 2001 of Singapore or otherwise, except where this Agreement expressly provides otherwise.

25.11 FURTHER ASSURANCE

Each Party shall, at its own cost, execute and do all such further acts, documents, and things as may be reasonably required to give full effect to this Agreement and the transactions contemplated by it.