MIBC E-Commerce
Sales Agreement & General Terms : Appendix A 2020

1.0 Introduction

1. Objective
   MIBC Pte Ltd is now providing a whole new business solution with “MIBC E-Commerce” for all our SME clients. We always believe in offering a “One-Stop Solution” to assist all our clients away from any challenges faced. With creative business and marketing advisory support for go digital, this solution totally assists all of our SME customers to be successful to grow vertically no matter in productivity or operation cost saving. 
   
   
2. This Sales Purchase Agreement, is entered into and made effective between:
   
   (“Purchaser”, “You” or “Your”)
   and
   
   MIBC™ Pte Ltd with and office located at 1003 Toa Payoh Industrial Park #03-1501 Singapore 319075 (“Seller”, “MIBC” , “We”,“Us” or  “Our”).
   
   WHEREAS:
   
   
   1. Purchaser has a need for solicitation of MIBC E-Commerce (hereby refer to “Application”) ;and
   2. Purchaser has an interest in getting such services from Seller; and
   3. The parties wish to set forth the terms and conditions upon which such services will be provided to Purchaser;

   
   NOW, THEREFORE, in consideration of the foregoing, and the mutual promises herein contained, the parties hereby agree as follows:
   
   

3. Terms Of Agreement:
   
   
   1. 1.1 In this Agreement, “Application” means the MIBC E-Commerce listed or included as part of a bundled solution issued by MIBC™ Pte Ltd, including any components or installers for the Application, and any add-ons for the Application, which are licensed either separately or together with the Application. Access to and use of certain components of the resources is limited to your paid term.
      
      
      1. 1.1.1 Purchasers are given FREE of 35 hours by Seller upon setup of Application for training, functional customization on Application and online security maintenance on Application for Magento.
         
         
      2. 1.1.2 hours can be used in online security maintenance of Applications including:
         
         
         1. Latest updates and upgrades to the Magento;
         2. Backup, restore and disaster recovery of the database;
         3. Rectification of errors caused by security breaches such as a computer virus, worm, threat, vulnerability or attack;
         4. Reinstallation, relocation and/or removal of Application’s business modules and/or database. 

         
         1.1.3 There are details of the Service & Maintenance Fee as shown below:
         
         

         Service & Maintenance Fee	Payment Yearly
         FREE 35 hours for first-year (Refer points above) 5 license users All services charged by hours	*Total cost-35 hours x Sgd  $60 = Sgd $2,100  * The free of 35 hours is only valid for 1 year only. * Customer need to maintain min 10 hours as for balance.  * Top up is required for customers less than 10 hours before proceeding with the next request. * Sgd 60 per hour will be charged for an additional top-up.  * Termination within 2 (Two) months notice. * Balance hour is not refundable.

         
         
         1.1.4 The Purchaser need to pay for Server & Storage Subscription Fee for MIBC™ Application each year. The details are shown below.
         
         

         Server & Storage Subscription Fee	Payment Yearly
         VPS Hosting	Sgd 816 per year
         Domain	This fee is yearly renewable and shall be paid 100% upfront to secure and host your database on our server.
         Security Webguard	*Fee is subjected to change.

   2. 
      
      2.0 Milestone & Payment Terms
      
      
      1. 2.1 Invoice will be created at the end of each milestone as per the following payment schedule.
      2. 
         2.2 The Purchaser shall immediately pay upon issuance of invoice for each milestone. The payment schedule are listed as below:

      4. Milestones	Notice
         1. MIBC E-commerce with full digital commerce features
         2. Service & Maintenance Packages Free of 35 hours for application training, function customization and online security maintenance	*Free of 35 hours is only valid for 1 year only. Subsequent 10 Hrs is required yearly @ $60/hr. *Fee is subjected to change.
         3. Website Maintenance Services  (yearly renewable & upfront payable) VPS Hosting Domain Security Webguard	Waived for first year – $816
         Summary of purchase:  50% Paying upfront upon agreement 50% Paying upon completion of MIBC E-commerce setup & implementation- or otherwise stated in invoice.	Payment Milestone: Payout is based on milestone 1.50% 2.50%

      5. 
         2.3 If the Purchaser does not make payment accordingly upon completion of each milestone within one (1) month after issuance of invoice from Seller, the Seller has the right to stop proceeding.
         
         
      6. 2.4 All payments are to be made payable to MIBC™ Pte. Ltd. Bank OCBC Current: 569 204 068 001
         
   3. 3.0 Service Level Agreement (SLA)
      
      The following detailed service parameters are the responsibility of the Seller in the ongoing support of this Agreement.
      
      
      1. 3.1 Service Scope
         
         The following Services are covered by this Agreement:
         • E-mail & telephone support
         • Remote assistance using Remote Desktop
         • Training support

         
         *All services are restricted to service credit hours, additional services hours need to be top up if there is less then 10 hours to get further support from us.
         
         

      2. 3.2 Customer Requirements
         
         Purchaser responsibilities and/or requirements in support of this Agreement include:
         • Payment for all support costs at the agreed interval.
         • Provide the necessary resources for MIBC™ support purposes.
         • Purchaser shall give advance notice of at least three (3) calendar days for the services needed and the expected service engagement time frame. MIBC™ Pte Ltd. will use its best efforts to provide such services within the requested date.
         • MIBC™ Pte. Ltd. will not be responsible for the management of any other server of related infrastructure. 
           
           

         3.3 Service Provider Requirements
         
         Seller responsibilities and/or requirements in support of this Agreement include:

         • Appropriate notification to Purchaser for all scheduled maintenance.
         • MIBC™ Pte Ltd will ensure the setup and installation of the Application(s). Our technical team will take all steps necessary to ensure the quality and solving problems encountered by Purchaser shortly.
           
           

         3.4 Service Management
         
         Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
         
         

         1. 3.4.1 Service Availability
            
            Coverage parameters specific to the service(s) covered in this Agreement are as follows:
            • Telephone support: 9:00 A.M. to 6:00 P.M. (Monday – Friday)
              *Calls received out of office hours will be proceeded within 72 hours, we will deliver our best efforts to answer / action the call.
              
              
            • Email support: Monitored 9:00 A.M. to 6:00 P.M. (Monday – Friday)
              *Emails received outside of office hours will be collected, however, no action can be guaranteed until the next working day.
              
              
            • Onsite assistance has to make an appointment with Seller in three (3) days advance.
              
              

            3.4.2 Service Requests
            
            In support of services outlined in this Agreement, the Seller will respond to service-related incidents and/or requests submitted by the Purchaser within the following time frames:

            • 0-8 hours (during business hours) for issues classified as High priority.
            • Within 48 hours for issues classified as Medium priority.
            • Within 3 working days for issues classified as Low priority.
            • Remote assistance will be provided in line with the above timescales dependent on the priority of the support request.
              
              

      4.0 Personal Data Protection
      
      This Data Protection Notice (“Notice”) sets out the basis which [MIBC™ Pte Ltd] (“We”, “Us”, or “Our”) may collect, use, disclose or otherwise process personal data of our Purchasers (“You” or “Your”) in accordance with the Personal Data Protection Act (“PDPA”). This notice applies to personal data in our possession or under our control, including personal data in the possession of organisations which we have engaged to collect, use, disclose or process personal data for our marketing advisory purposes. 
      
      

      1. 4.1 Personal Data
         
         
         1. 4.1.1 Depending on the nature of Purchaser interaction with Seller, some examples of personal data which MIBC™ may collect from customer include name and, contact information such as your address, email address or telephone number, nationality, gender, date of birth, marital status, photographs and other audio-visual information, employment information and financial information such as credit card numbers, debit card numbers or bank account information. 
            
            
         2. 
            4.2 Collection, Use And Disclosure Of Personal Data 
            
            
            1. 4.2.1 MIBC™ generally do not collect Purchaser/their end-user personal data unless :
            2. 
               (a) It is provided voluntarily by Purchaser directly or via a third party who has been duly authorised by you to disclose your personal data to us (your “authorised representative”) for marketing/remarketing purposes. 
               (b) Both parties have been notified of the purposes for which the data is collected.
               
               
            3. 4.2.2 MIBC™ may collect and use Purchaser personal data for any or all of the following purposes:
               
               (a) Performing obligations in the course of or in connection with our provision of the goods and/or services requested by Purchaser; 
               (b) Responding to, handling, and processing queries, requests, applications, complaints, and feedback from Purchaser;
               (d) Managing Purchaser relationship with us; 
               (e) Processing payment or credit transactions;
               (f) Sending marketing information about Purchaser goods or services including notifying Purchaser/end-user of marketing events, initiatives and promotions, lucky draws, membership and rewards schemes and other promotions;
               (g)Complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority; 
               (h) Any other purposes for which Purchaser have provided the information;
               (i) Transmitting to any unaffiliated third parties including our third-party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for any debugging & maintenance services of Application.
               
               

            4.3 Access To And Correction Of Personal Data
            
            

            1. 4.3.1 If Purchaser wish to make
               
               (a) An access request for access to a copy of the personal data which MIBC™ hold about Purchaser or information about the ways in which we use or disclose Purchaser personal data, or
               (b) A correction request to correct or update any of Purchaser personal data which MIBC™ hold about Purchaser, the Purchaser may submit a request in writing or via email to our Marketing Support.
               
               
            2. 4.3.2 MIBC™ will respond to Purchaser request as soon as reasonably possible within three (3) days after receiving Purchaser request. If Seller is unable to provide the Purchaser with any personal data or to make a correction requested, MIBC™ shall generally inform the Purchaser of the reasons why MIBC™ are unable to do so.
               

            4.4  Protection Of Personal Data 
            
            

            1. 4.4.1 To safeguard your personal data from unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks, MIBC™ have introduced appropriate administrative, physical and technical measures such as up-to-date antivirus protection, encryption and the use of privacy filters to secure all storage and transmission of personal data by us, and disclosing personal data both internally and to our authorised third-party service providers and agents only on a need-to-know basis.
               
               
            2. 4.4.2 The Purchaser should be aware, however, that no method of transmission over the Internet or method of electronic storage is completely secure. While security cannot be guaranteed, MIBC™ strives to protect the security of the Purchaser information and are constantly reviewing and enhancing our information security measures. 
               
               

            4.5 Transfers Of Personal Data Outside Of Singapore
            
            MIBC™ generally does not transfer your personal data to countries outside of Singapore. However, if we do so, we will obtain your consent for the transfer to be made and we will take steps to ensure that your personal data continues to receive a standard of protection that is at least comparable to that provided under the PDPA. 
            
            

      5.0 Security Assurance
      
      Both Seller and Purchaser play an important role in protecting against online fraud. Purchasers should be careful that the account details including User ID and/or Password are not compromised by ensuring that Purchasers do not knowingly or accidentally share, provide or facilitate unauthorised use of it. Do not share Purchaser User ID and/or password or allow access or use of it by others. MIBC™ endeavours to put in place high standards of security to protect Purchaser interests. 
      
      

   4. 6.0 Confidentiality Of This Agreement
      
      Each party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other party or of any other company in the group of companies of which the other party forms part in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. 
   5. 
      7.0 Backup
      
      MIBC™ will authorize a 3rd party who is responsible for automatic backup and restore Applications daily which provides the best effort to the Purchaser. All backup will be done and overwritten on a weekly basis.
      
      
   6. 8.0 Renewal And Termination
      
      
      1. 8.1 Renewal
         
         
         1. This Agreement is valid for one (1) year term from the initial effective date. The Purchaser may renew this Agreement by mutual written agreement of both parties, renewal in a form of invoice issuance about the service & maintenance packages, including free of 35 service hours, hosting, domain, security webguard and other necessary fees.
            

         8.2 Termination
         
         

         1. By notice in writing to the other party, terminate this Agreement if the other party breaches any provision of this Agreement, the breach is capable of being remedied.
         2. The Purchaser must give of business days’ notice in writing to terminate this Agreement to the MIBC™. If the Purchaser failed to provide a timely written notice, there will be a cancellation fee, 100% of payment agreed or Sgd 5,000 whichever is higher.
         3. The Purchaser should pay 100% initial payment agreed upon termination approved.
         4. MIBC™ reserved the right to terminate the Purchaser account if the Purchaser refuses to make payment according to the milestone payment schedule.
         5. Revived termination cost will be based on re-test & running cost, estimated Sgd 2,000 or above.
            
            

      9.0 Intellectual Property and Restrictions of Application
      
      

      1. 9.1 The Application is licensed and not sold to the Purchaser. All title, ownership rights and intellectual property rights in and to the Application, including any copies of the Application, belong to MIBC™ Pte Ltd, as pertains to the proprietary rights. 
         
         9.2 The Application is protected by copyright laws and international copyright treaties and MIBC™ Pte Ltd may incorporate certain measures in the Application to prevent its unauthorized use. The Purchaser is responsible for any copyright infringement caused.

         9.3 MIBC™ reserves all right, title and interest in and to the Application, including all related intellectual property rights not expressly granted to the Purchaser in this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges that the Application contains trade secrets and is subject to applicable laws, Purchaser agrees that will not: 
         
         

         1. (a) Copy the Application or reprint or reproduce any content thereof, except as permitted under this Agreement or for your own internal business purposes;
         2. (b) Modify, adapt or translate the Application, except as permitted under this Agreement; 
         3. (c) De-compile, reverse engineer or disassemble the Application or otherwise attempt to reduce the Application from object code to source code or reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Application by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); 
         4. (d) Use the Application to develop any works which are functionally compatible or competitive to the Application or create any works which are derived from the Application;
         5. (e)Lease, rent, loan, sell, sub-license or distribute the Application outside your organization or to a third party (including, using the Application on a time-sharing basis, for service bureau purposes, or for the provision of a fee-generating service directly or indirectly to third parties) without the prior written Agreement of MIBC™; 
         6. (f) Utilize any equipment, device, Application, or other means designed to circumvent or remove any security mechanisms or form of copy or usage protection used by MIBC™ in connection with the Application; 
         7. (g)Combine the Application with any other Application (including open source Application);
         8. (h)Publicly disseminate or disclose performance information or analysis on the Application, including any results of benchmark tests run on the Application; or 
         9. (i) Use the Application in any manner that violates any applicable law or regulation.
            
            

      10.0 Mitigation
      
      Each Party must take reasonable steps to mitigate any loss towards Application ownership, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement.