1.1

Unless the context otherwise requires, the capitalised terms used in these Standard Terms and Conditions shall have the following meanings:

“Additional Equipment”

means any additional equipment specified in the M&V Plan Agreement.

“ADR”

means Alternative Dispute Resolution as defined in these Standard Terms & Conditions.

“Audit”

means the Audit specified in the Energy Audit Agreement comprising Part 1 of the Flexible Framework Agreement.

“Audit Fee”

means the Audit Fee specified in the Energy Audit Agreement.

“Audit Remedial Works”

means any works necessary to be carried out by the Provider at the Premises prior to or otherwise as part of the interventions, which if not undertaken would present a significant, quantifiable and critical ongoing health and safety risk to the premises and its occupants. The Provider will undertake to do these works at transparent cost plus 20%. The Client agrees they will pay these costs within 14 days of receipt of an invoice referring to the same issued by the Provider. Anomalies will be clearly documented and photographed and signed off by the local site manager.

“Audit Timetable”

means the Audit Timetable specified in the Particulars.

“Business Day”

means a day other than a Saturday, Sunday or public holiday in Singapore.

“Change of Control”

means any sale or other disposal of any legal, beneficial or equitable interest in fifty per cent (50%) or more of the equity share capital of a corporation (including control over the exercise of voting rights conferred on that equity share capital or control over the right to appoint or remove directors).

“Client’s Representative”

means the person specified as such in the Particulars.

“Confidential Information”

means all information relating to the other Party or one of its affiliates which is supplied by or on behalf of the other Party (the “Disclosing Party”) (whether before or after the date of the Framework Agreement) either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with… other Party or which is obtained through observations made by the receiving Party. This shall also include, but shall not be limited to, all analysis, compilations, studies and other documents whether prepared by or on behalf of a Party which contain or otherwise reflect or are derived from such information.

“Dispute”

the other Party or which is obtained through observations made by the receiving Party. This shall also include, but shall not be limited to, all analysis, compilations, studies and other documents whether prepared by or on behalf of a Party which contain or otherwise reflect or are derived from such information.

“Effective Date”

means the date on which both Parties have signed this Agreement.

“Energy Audit”

has the meaning given in clause 14.13.

“Energy Audit Agreement”

means audit carried out by the Provider pursuant to the terms of the Energy Audit Agreement. means the Energy Audit Agreement executed by the Parties.

“Energy Savings”

means the Energy Savings specified in the M&V Plan or as amended as needed in the Reconciliation Report or the M&V Reconciliation Report and Guaranteed Monthly Payments Contract reflecting the reduction of electrical demand and/or energy consumption resulting from the installation of the Equipment and the Additional Equipment and the implementation at the Premises of the energy efficiency and energy saving measures contained in the M&V Plan, and calculated, as specified in Schedule 3 of the Reconciliation Report or M&V Reconciliation Report and Guaranteed Monthly Payments Contract, by comparing the Baseline with the energy demand and consumption after the implementation of the Scope of Work.

“Equipment”

means the Eniscope equipment and any other equipment reasonably required by the Provider to complete the Audit defined in the Energy Audit Agreement and/or the M&V Plan Agreement, as the case may be.

“Force Majeure”

means (i) any event that (a) prevents the affected Party from performing its obligations under the Framework Agreement or these Standard Terms and Conditions or complying with any conditions required hereunder; (b) is or was beyond the reasonable control of and not the result of the fault or negligence of the affected Party; and (c) could not have been avoided (regardless of whether unforeseeable or not) by the affected Party’s timely exercise of reasonable diligence.

“Framework Agreement”

means the Provider’s standard Energy Savings Flexible Framework Agreement in its constituent parts including but not limited to the Energy Audit Agreement, M&V Plan Agreement, Reconciliation Report, or, M&V Reconciliation Report and Guaranteed Monthly Payments Contract and these Standard Terms and Conditions.

“Funder”

means any third-party organisation (or their successors) that the Provider may ultimately engage to provide the financial support to meet the terms of the Framework Agreement.

“Guaranteed Monthly Payment” (or “GMP”)

means any payment specified as such in the M&V Plan, which is calculated as a percentage share of the Energy Savings and shall be paid by the Client to the Funder in accordance with clause 5 of these Standard Terms and Conditions and the terms of the M&V Reconciliation report and Guaranteed Monthly Payments Contract.

“Indemnified Parties”

has the meaning specified in clause 10.

“Intellectual Property”

means any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trade-marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, and any other intellectual property rights which subsist in computer software, computer programmes, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature.

“IPMVP”

means the International Performance Measurement and Verification Protocol.

“Losses”

means all losses, liabilities, claims, demands, suits, causes of action, judgments, awards, damages, clean up and remedial obligations, interest, fines, fees, penalties, costs and expenses (including all reasonable attorneys’ fees and other costs and expenses incurred in defending any such claims or other matters or in asserting or enforcing any indemnity obligation).

“M&V”

means measurement and verification as defined and described in the IPMVP.

“M&V Plan”

means the M&V Plan proposal presented to the Client for the Additional Equipment recommendations based on the results of the initial Equipment being installed and monitored by a certified IPMVP professional during the Energy Audit.

“M&V Plan Agreement”

means the M&V Plan Agreement executed or to be executed between the Parties.

“M&V Reconciliation Report

and Guaranteed Monthly Payments Contract”

(or “GMP”)

means the Reconciliation Report and Guaranteed Monthly Payments contract prepared by the Provider following completion on installation all of the Equipment and Additional Equipment installed at the Premises executed or to be executed between the Provider, the Client and the Funder.

“M&V Report”

means the report containing the M&V analysis prepared by the Provider.

“Operational KPIs”

means the key performance indicators specified in the Particulars.

“Operational Remedial Works”

has the same meaning as Audit Remedial Works as defined herein.

“Particulars”

means the Energy Audit Agreement Particulars contained in the Annex to the Energy Audit Agreement.

“Performance Standard”

means demonstrable performance of the Equipment and Additional Equipment’s ability to achieve no less than 10% energy savings in the case of the Energy Audit Agreement or in the case of the M&V Reconciliation Report the predicted energy savings on IPMVP methodology namely; the difference between the agreed Baseline and the otherwise would have been energy consumption had the interventions not been carried out.

“Premises”

means the premises of the Client as defined in the Energy Audit Agreement and/or the M&V Plan Agreement, as the case may be.

“Provider’s Representative”

means the person described in the Annex to the Energy Audit Agreement.

“Reasonable and Prudent Operator” or “RPO”

means using standards, practices, methods and procedures conforming to the law and using that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, efficient and experienced services provider providing services the same as or similar to the services provided by the Provider under the Energy Audit Agreement, M&V Plan Agreement and/or the Framework Agreement (as the case may be) at the time such services are provided.

“Recipient”

means the person receiving Confidential Information under or pursuant to the Framework Agreement and these Standard Terms and Conditions.

“Reconciliation Report”

means the report issued by the Provider following the installation of the Additional Equipment taking into account any anomalies discovered against the M&V Plan.

“Remedial Works”

has the same meaning as Audit Remedial Works as defined herein.

“Routine Maintenance”

means, in respect of the Equipment and the Additional Equipment (i) remotely testing that the equipment is functional via the Provider’s command centre; (ii) making any adjustments or recommendations to the Client as may be required to ensure that the equipment remains in good working order; and (iii) replacing any consumables that require replacing.

“Reporting Period”

means the period of time following the installation of both the Equipment and the Additional Equipment where the actual performance of the interventions is measured and reported against the agreed Baseline according to IPMVP. The reporting period shall always be equal to or greater than the timeline used to establish the Baseline.

“Representative”

means either the Client’s Representative or the Provider’s Representative, as the case may be.

“Scope of Work”

means the scope of work contained in the M&V Plan.

“SIAC”

means the Singapore International Arbitration Centre

“Standard Terms & Conditions”

means the Provider’s Standard Terms and Conditions of Engagement as contained herein dated 1 October 2020.

1.2

The rules of interpretation and construction set forth below shall apply to the Framework Agreement:

1.2.1

defined terms include in the singular number the plural and in the plural number the singular. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms;

1.2.2

any reference to “clause”, “section,” “exhibit” or “Schedule” is a reference to a clause, section, exhibit or Schedule to the Framework Agreement;

1.2.3

except to the extent that the context requires otherwise, any reference in these Standard Terms & Conditions, to a “party” means either the Provider of the Client and “parties” means both the Provider and the Client and where appropriate, their respective successors-in-title, permitted assigns and personal representatives; and

1.2.4

no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of the Framework Agreement or any part of it.

2.1

The Provider’s Representative shall monitor the installation at the Premises remotely on a daily basis via its command centre and take whatever action is deemed necessary to maximise the performance of the Equipment and the Additional Equipment.

2.2

If either Party discovers (including by the Provider during Routine Maintenance) that the Equipment or the Additional Equipment is defective or is malfunctioning or has failed to comply with the Performance Standard the Provider shall use reasonable endeavours to repair it during the Routine Maintenance or, if that is not reasonably practicable, the Provider shall arrange a further visit to the Premises to complete the repair.

2.3

The Client shall at all times during the term of the Framework Agreement:

2.3.1

use the Equipment and the Additional Equipment (as the case may be) only in accordance with the manufacturer’s instructions or as may be advised from time to time by the Provider;

2.3.2

not allow any person other than the Provider’s Representative to adjust, maintain, repair, replace, or remove the Equipment or the Additional Equipment or any part of them unless otherwise agreed in writing by the Provider.

2.4

The provision of maintenance under this clause shall be provided at the sole expense of the Provider, provided that the responsibility for all replacement and/or repairs in relation to the Equipment and the Additional Equipment shall be borne by the Client if the failure, damage or destruction howsoever resulted from any omission, neglect, use of operations by the Client’s personnel or contracted staff. The responsibility for the replacement and/or repairs shall be borne by the Client where such omission, negligence, use or operations are carried out in such a manner which constitutes a breach of the requirements of use.

3.1

Calculations and projections made in the M&V Report will be based on IPMVP directives and remain under review by a certified IPMVP professional at the Provider’s command centre for the term of the Framework Agreement.

4.1

Where the Client has determined to benefit from any Pre-paid energy savings element offered in the M&V Plan; the pre-paid element of the

projected Energy Savings will be paid up-front to the Client following due execution of the M&V Reconciliation Report and Guaranteed Monthly

Payments Contract in accordance with the terms therein.

5.1

Payment of the GMP will be made by the Client directly to the Funder under the terms defined by the Funder in Schedule 1 of the M&V Reconciliation Report and Guaranteed Monthly Payments Contract.

5.2

The GMP will be fixed for the term of the Framework Agreement unless modified by written agreement with all parties to the M&V Reconciliation Report and Guaranteed Monthly Payments Contract.

5.3

The Provider of the Funder shall be entitled, in addition to any other right or remedy, to receive interest at the rate of 1.5% per month on any payment not made by the Client from the date after the date on which payment was due up to and including the date of payment.

5.4

All payments to be made by the Client to the Funder under the M&V Reconciliation Report and Guaranteed Monthly Payments Contract or to the Provider under the Framework Agreement shall be made in full, without any set off or counterclaim whatsoever and free and clear of any deductions or withholdings for value on the day on which payment is due to the bank account of the Funder and/or Provider (as the case may be), with such details as the Funder and/or Provider (as the case may be), may notify to the Client from time to time.

6.1

The Provider and the Client shall establish and hold for the first two years of the term of the M&V Plan Agreement quarterly review meetings and for

the remainder of the term six monthly review meetings, which shall include a regular review of all day to day matters relating to the performance of the Framework Agreement, including evaluation of the performance of the Equipment and the Additional Equipment against the Performance Standard.

7.1

The Client represents and warrants to the Provider that:

7.1.1

it is a company validly existing under the laws of the jurisdiction in which it is registered;

7.1.2

it has the corporate power and is duly authorised to enter into and perform its obligations under the Framework Agreement and to carry out the transactions and business contemplated by the Framework Agreement;

7.1.3

as at the execution date of the Framework Agreement, neither the execution nor performance by it of the Framework Agreement nor any transactions contemplated by the Framework Agreement will violate in any aspect any provision of its Memorandum or Articles of Association or any other constituent document or agreement which is binding upon it or its assets;

7.1.4

no litigation, arbitration, tax claim, dispute or administrative proceeding is presently current or pending or, to its knowledge, threatened, which is likely to have a material adverse effect on it or its ability to perform its financial or other obligations under the Framework Agreement;

7.1.5

the Framework Agreement constitutes a legal, valid and binding obligation and is enforceable in accordance with its terms and conditions, and it acknowledges that the Provider has entered into it in reliance on the representations and warranties given under this clause 7.1

8.1

The Provider shall be relieved from the performance of its obligations under the Framework Agreement and have no liability and shall not be deemed to be in breach of the Framework Agreement for any delays or failures in performance of its obligations to the extent such non-performance is caused by Force Majeure.

8.2

In the case of any failure or delay as a result of Force Majeure under this clause 8, the Provider shall promptly notify the Client in writing after becoming aware of the event of Force Majeure and shall use all reasonable endeavours to:

8.2.1

continue to perform its obligations under the Framework Agreement to the extent it is reasonably practicable to do so;

8.2.2

make all reasonable and proper efforts required of an RPO to minimise the adverse effects of the event of Force Majeure;

8.2.3

resume performance of the affected obligations as soon as reasonably practicable in the circumstances;

8.2.4

keep the Client informed of material developments relating to the event of Force Majeure, including its cessation.

9.1

Each Party shall procure and maintain adequate insurance given the size and nature of the project at hand in full force and effect throughout the term of the Framework Agreement either through insurance policies or acceptable self-insured retentions.

9.2

Each Party shall procure and maintain all other insurances required by applicable law in full force and effect throughout the term of the Framework Agreement.

9.3

All insurance policies shall be taken out with a reputable insurer and, whenever required, the Parties shall make available to the other Party a certificate(s) of insurance from its insurers or other satisfactory evidence in respect of the policy or policies of insurance.

9.4

The Parties agree that all monies received under such insurance policies specified in the M&V Plan in respect of a claim made under such insurance policy in connection with the Framework Agreement shall be applied so as to ensure the performance by the Provider of its obligations under the Framework Agreement, including where necessary the reinstatement, restoration or replacement of the Equipment or the Additional Equipment.

10.1

Each Party shall indemnify, defend and hold harmless the other Party and its directors, officers, members, shareholders, agents and employees (collectively the “Indemnified Parties”) from and against any and all Losses incurred by the Indemnified Parties to the extent arising out of or resulting from the Framework Agreement to the extent that such Losses:

10.1.1

are attributable to bodily injury, sickness, disease or death; or

10.1.2

are attributable to injury to or destruction of third-party physical property,

and arise out of such Party’s (or any subcontractor of such Party’s) breach of the Framework Agreement, gross negligence or wilful misconduct or such Party’s violation of applicable law.

The amount of any such indemnity payable by a Party shall be reduced by the amount of all net insurance proceeds received by the Indemnified Parties in respect of the occurrence of the event giving rise to the indemnification obligation hereunder.

10.2

Notwithstanding any term or provision hereof to the contrary, in no event shall the Provider’s liability hereunder or related to the Framework Agreement (whether in contract, tort (including negligence and breach of statutory duty) or otherwise) exceed: the insurance coverage they have established, so long as that insurance is in accordance with clause 9.1 of these Provider’s Standard Terms and Conditions of Engagement.

provided, however, that nothing in this clause 10.2 shall limit the liability of the Provider for death and/or personal injury pursuant to clause 10.1.

10.3

Subject to clause 10.6, in no event shall the Client’s liability hereunder or related to the Framework Agreement including under any indemnity (whether in contract, tort (including negligence or breach of statutory duty) or otherwise) exceed that which has been reasonably insured under  clause 9.1 of these Provider’s Terms and Conditions of Engagement,], provided that this clause 10.3 shall not prevent, limit or exclude the Client’s liability to the Funder in respect of the GMP due and payable (including any amounts in respect of GST (or equivalent sales tax) which become payable under the Framework Agreement) and any such liabilities shall not count towards any calculation under this clause 10.3.

10.4

For breach of any provision for which an express remedy or measure of damages is herein provided, such express remedy or measure of damages shall be the sole and exclusive remedy, the liable Party’s liability shall be limited as set forth in such provision (or, in the absence of such limit, as limited under clause 10.2 or 10.3, as the case may be), and all other remedies or damages at law or in equity are waived unless otherwise provided in the Framework Agreement. If no remedy or measure of damages is expressly herein provided, the liable Party’s liability shall be limited to direct actual damages only.

10.5

In no event shall either Party be liable to the other for any indirect, consequential, speculative (including, without limitation, loss of future profits or business opportunity), punitive, exemplary or special damages, whether by statute, in tort, for contract or otherwise, arising in any way out of these Standard Terms and Conditions or any breach of the Framework Agreement.

10.6

Nothing in these Standard Terms and Conditions excludes liability for a Party’s fraud or any acts or omissions for which the applicable law prohibits the exclusion or limitation of liability.

11.1

Without prejudice to any other right or remedy it may have, the Client may terminate the Framework Agreement by written notice to the Provider if the Provider commits a material breach of the Framework Agreement other than as a consequence of a breach by the Client of its obligations under the Framework Agreement. In the case of such a material breach which is capable of remedy, the Provider shall have 60 Business Days after receipt of written notice from the Client giving reasonable particulars of the breach and requiring it to be remedied.

11.2

The Client may terminate the Framework Agreement immediately on written notice to the Provider if the Provider is declared or becomes insolvent, or liquidation or insolvency proceedings are initiated against, or a receiver or administrator is appointed to the Provider, other than where such action is for the purposes of amalgamation or restructuring or where the Provider is continuing to perform its obligations under the Framework Agreement.

11.3

Without prejudice to any other right or remedy it may have, the Provider may terminate the Framework Agreement immediately by written notice to the Client upon the occurrence of any of the following:

11.3.1

The Client commits a material breach of its obligations under the Framework Agreement (other than as a consequence of a breach by the Provider of its obligations under the Framework Agreement) and such breach shall materially adversely affect the ability of the Provider to perform its obligations under the Framework Agreement. In the case of such a material breach which is capable of remedy, the Client shall have 60 Business Days after receipt of written notice from the Provider giving reasonable particulars of the breach and requiring it to be remedied;

11.3.2

The Client fails to allow reasonable access to the Premises in accordance with the terms of the Framework Agreement;

11.3.3

There is a failure by the Client to pay any sum or sums due to the Provider or the Funder under the Framework Agreement (including the GMP) which, either in single or in aggregate, exceed(s) SGD50,000, and such failure continues for 30 Business Days from receipt by the Client of a notice of non-payment from the Provider or the Funder, as the case may be;

11.3.4

There is a Change in Control of the Client;

11.3.5

The Client:

(a)     files a petition or otherwise commences, authorises or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganisation or similar law, or has any such petition filed or commenced against it;

(b)    has a liquidator, administrator, trustee conservator, receiver, or similar official appointed with respect to it or any substantial portion of its business;

(c)     makes any assignment or general arrangement for the benefit of creditors;

(d)    goes into liquidation (other than for the purposes of amalgamation or restructuring or other reorganisation);

(e)     ceases to carry on business; or

(f)     is generally unable to pay its debts as they fall due;

11.3.6

A Force Majeure event shall have occurred and be continuing for a period of 180 consecutive days in aggregate in any Contract Year.

12.1

On termination of the Framework Agreement for any reason, the Client hereby grants an irrevocable licence to the Provider to enter upon the Premises and to recover the Equipment and the Additional Equipment (including any documentation relating thereto supplied by the Provider) and, in the case of termination under clause 12.3, the Client shall be responsible for the costs incurred by the Provider in such recovery.

12.2

In the event of Termination by the Client for whatever reason the Client will still be under obligation to the Funder to make the GMP under the terms of the M&V Reconciliation Report and Guaranteed Monthly Payments Contract.

12.3

Following Termination by the Client for failure of the Provider to meet the minimum KPI’s and Performance Standard as determined by IPMVP the Client will have automatic rights to negotiate with the Funder with a view to securing an alternative provider to achieve and maintain the Performance Standard as per the M&V Report.

13.1

These Standard Terms and Conditions may not be modified or amended except in writing and signed by or on behalf of the Parties.

13.2

If the Provider wishes to propose the introduction of new additional equipment at the Premises, then the provisions of Clause 3 in the M&V Plan Agreement shall apply.

14.1

Assignment

(a)

The Provider may, without the Client’s consent, transfer, assign, mortgage, charge or dispose of any rights under the Framework Agreement or sub-contract or otherwise delegate any of its rights and/or obligations hereunder, including, but not limited to an assignment for the purposes of a collateral assignment in connection with any financing or other financial arrangements; provided that if the Provider makes such transfer, assignment or takes such other action pursuant to this clause 14.1 (a), the Provider acknowledges and agrees that it shall remain liable to the Client in relation to all of its obligations under the Framework Agreement. The Client agrees to execute all notices, consents or other documents as may be reasonably required to facilitate such transfer or assignment or other action pursuant to this clause.

(b)

The Client may not, without the prior written consent of the Provider (not to be unreasonably withheld or delayed), transfer, assign, mortgage, charge or dispose of any of its rights under the Framework Agreement or sub-contract or otherwise delegate any of its obligations under it. Notwithstanding the foregoing, in the event that the Client shall transfer, assign, mortgage, charge or otherwise

dispose of its interest in the Premises, the Client shall use reasonable endeavours to assign the Framework Agreement to the applicable

assignee and to ensure that the assignee assumes all rights and obligations of the Client under the Framework Agreement.

14.2

Confidentiality

(a)

The Recipient shall at all times during the continuance of the Framework Agreement and after its termination hold and keep in confidence all Confidential Information supplied to it by the Disclosing Party including without limitation the terms of the Framework Agreement.

(b)

Without limiting clause 14.2 (a) above, Confidential Information may be disclosed to any consultant or third party appointed by the Recipient with the prior written consent of the Disclosing Party. If such consent is given, then it will be restricted to those named in it, the specific Confidential Information identified in the consent and the purposes specified in the consent.

(c)

The Recipient shall be fully liable for ensuring that any consultant or third party appointed by it holds and keeps in confidence all Confidential Information supplied to it by the Disclosing Party and makes no independent use of it whatsoever.

(d)

The obligation to maintain the confidentiality of the Confidential Information does not apply to Confidential Information that has come within the public domain otherwise than by breach of this clause 14.2 or to the extent any Party is required to disclose such Confidential Information by applicable law or the request or requirements of any governmental authority (including the rules and regulations of any stock exchange on which the shares of such Party or its parent company are listed) or to enable the Party to comply with its obligations under the Framework Agreement.

14.3

Intellectual Property

(a)

The Provider hereby grants to the Client, free of charge, an irrevocable, non-exclusive, non-transferable licence to use the Provider’s

Intellectual Property for the purposes necessary for the operation of the Equipment and the Additional Equipment at the Premises and the receipt of the services from the Provider under the Framework Agreement, and where such Intellectual Property is or becomes vested in a third party, shall use reasonable endeavours to procure the grant of a similar licence to the Client.

(b)

Save in respect of clause 14.3 (a) above, the Client acknowledges that nothing in this clause 14.3 or elsewhere in the Framework Agreement shall entitle it to any rights in the Intellectual Property of the Client, any affiliate of the Client, or any third party, nor to any goodwill attaching thereto and it further acknowledges that it shall not acquire any rights in respect thereof. The Client shall not do or authorise any third party to do any act which would or might be inconsistent with the Intellectual Property of the Provider or any affiliate of the Provider.

(c)

The Client grants to the Provider a licence on terms (having changed what needs to be changed) substantially the same as to those in clause 14.3 in relation to information, documents and data furnished to the Provider under terms of the Energy Audit Agreement and M&V Report.

14.4

Counterparts

The Framework Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute one and the same instrument.

14.5

Notices

(a)

All notices, certificates or instructions to be served by the Parties under these Standard Terms and Conditions and the Framework Agreement shall be in writing and shall be sent by first class post, courier, recorded delivery or by hand delivery to the relevant address as detailed in the Energy Audit Agreement and M & V Plan.

(b)

Notices given by post shall be effective upon the earlier of (i) actual receipt, and (ii) 4 Business Days after mailing. Notices delivered by hand shall be effective upon delivery.

(c)

In proving the giving of notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted and receipt of the notice was confirmed and/or acknowledged by an authorised representative on behalf of the relevant Party.

14.6

Survival

The obligations under clauses 14.2, 14.3, or pursuant to other provisions of the Framework Agreement that, by their sense and context, are intended to survive termination of the Framework Agreement shall survive the expiration or termination of the Framework Agreement.

14.7

Third Parties

No term of the Framework Agreement is enforceable under the Contracts (Rights of Third Parties) Act (Chapter 53B) by a person who is not a Party.

14.8

Severability

The invalidity, unenforceability or illegality of any provision (or part of a provision) of the Framework Agreement under the laws of any jurisdiction shall not affect the validity, enforceability or legality of the other provisions. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification as is necessary to give effect to the commercial intention of the Parties.

14.9

No Waiver

No delay by or omission of any Party in exercising any right, power, privilege or remedy under the Framework Agreement shall operate to impair

such right, power, privilege or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right, power, privilege or remedy

shall not preclude any other or future exercise thereof or the exercise of any other right, power, privilege or remedy. The rights and remedies provided in the Framework Agreement are cumulative and not exclusive of any rights and remedies provided by law.

14.10

Relationship of the Parties

The relationship between the Provider and the Client shall not be that of partners, agents or in joint venture for one another, and nothing contained

in the Framework Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including income

tax purposes. The Provider and the Client, in performing any of their obligations hereunder, shall be independent contractors or independent parties

and shall discharge their contractual obligations at their own risk.

14.11

Entire Agreement

The Framework Agreement (including these Standard Terms & Conditions, the Energy Audit Agreement, M&V Plan Agreement and M&V Reconciliation Report and Guaranteed Monthly Payments Contract or Reconciliation Report & Capital Purchase and Service Agreement) contains the whole agreement between the Parties in respect of its subject matter and supersedes and replaces any prior written or oral agreements, representations or understandings between the Parties. The Parties confirm that they have not entered into the Framework Agreement on the basis of any representation that is not expressly incorporated into the Framework Agreement. Nothing in this clause operates to limit or exclude any liability for fraud.

14.12

Governing Law and Jurisdiction

The Framework Agreement including any non-contractual obligations arising out of or in connection with the Framework Agreement shall be

governed by and construed in all respects in accordance with the law of the Republic of Singapore. The Parties agree to submit to the exclusive jurisdiction of the Singapore courts as regards any claim or matter arising in relation to the Framework Agreement (including any non-contractual obligations).

14.13

Dispute Resolution

(a)

If a dispute or difference arises between the Client and the Provider in respect of any fact, matter or otherwise arising out of or in connection with the Framework Agreement (including any non-contractual obligations), the Parties shall negotiate in good faith and attempt to resolve any such dispute, controversy or claim (“Dispute”) by senior representatives of each Party.

(b)

If the Dispute is not in connection with a claim for death or personal injury, or for loss of or damage to tangible property, and if senior

representatives have not reached a resolution of the issue in question within 20 Business Days of the date on which the dispute is first

referred to such senior representatives, then the Parties shall, with the assistance of the SIAC, seek to resolve the dispute by ADR.

Each Party shall bear its own costs and expenses incurred as a result of such ADR procedure unless a different agreement is reached

as part of any settlement arrived at the conclusion of the ADR procedure.

(c)

If clause 14.13 (a) does not apply, or if clause 14.13 (a) applies and the Parties have not agreed the Dispute at the conclusion of

the ADR procedure referred to in clause 14.13 (b), each Party is free to refer the Dispute to the Singapore courts, but prior to such time

neither Party shall refer the Dispute to the courts unless the reason for the referral is an application for specific performance or

injunctive relief. The commencement of the ADR procedure is defined as the date on which the Dispute is first referred to SIAC for the

purposes of ADR.

14.14

GST (Goods and Services Tax)

All sums identified or referred to herein which are due and payable by the Client to the Provider under the terms of Framework Agreement or these

Standard Terms & Conditions which shall include not be limited to, the GMP, shall be shown net of value added tax; and such sums when duly paid

by the Client to the Provider or the Funder, as the case may be, shall be paid with the appropriate value added tax added thereto.

15.1

These PROVIDER’S STANDARD TERMS AND CONDITIONS OF ENGAGEMENT relate to contractual work and services undertaken on the Energy Audit Agreement, M&V Plan Agreement and Reconciliation Report & Guaranteed Payments Contract (or Reconciliation Report & Capital Purchase and Service Agreement – CapEx option). Where there are any amendments or inconsistency between these Terms and Conditions and the terms specified in either (i) the Energy Audit Agreement, (ii) the M&V Plan Agreement or (iii) Reconciliation Report & Guaranteed Monthly Payments Contract (or Reconciliation Report & Capital Purchase And Service Agreement); the terms of (i), (ii) and (iii) shall take precedence.