Terms and Conditions

GENERAL TERMS AND CONDITIONS

DEFINITIONS

In these the standard Terms and Conditions, the following expressions shall have the meaning as herein after set out:

  • 1
    “the conditions” means these standard Terms and Conditions.
  • 2
    “MORPHEUS” means Morpheus Labs Pte Ltd.d Terms and Conditions.
  • 3
    “the Client” means the company of firm with whom the Contract is entered into
  • 4
    “the Services” means the items specified in the order submitted by the Client to MORPHEUS.
  • 5
    “the Agreement” means either the form of a quotation or a long form agreement.

GENERAL

  • 2.1
    These are the standard Terms and Conditions of Morpheus Labs (“MORPHEUS”), which apply to all provision of services by MORPHEUS.
  • 2.2
    MORPHEUS may at any time, amend, vary or supplement these General Terms and Conditions without prior notice. Such amendment, variation or supplement shall take effect from the date when amendments are uploaded onto the relevant website.
  • 2.3
    Where a quotation or a long form agreement is executed, signed and returned by the Client, the quotation or agreement together with these Conditions (together “the Agreement”) will constitute a contract between the parties. Where there is any manifest inconsistency between the provisions of these Conditions and the Agreement, the provisions of the Agreement will apply.
  • 2.4
    2.4 The terms and conditions shall apply as between the parties in respect of the matters described in the Agreement to the exclusion of all other terms and conditions (including any terms and conditions that the Client purports to apply). Each Agreement entered into between the parties constitutes a separate distinct contract.

FEES QUOTATION, PRICES AND PAYMENT

  • 3.1
    Unless otherwise stated in the Agreement, prices quoted are valid for a period of thirty (30) days after which MORPHEUS shall have the right to adjust quoted prices upon written notice to the Client.
  • 3.2
    Unless otherwise stated in the Agreement, payment will be made within thirty (30) days of receipt of an invoice, submitted in accordance to the payment terms stated in the quotation/contract. Payment shall be into the bank account mentioned in the invoice, or any other form of account to be advised in writing by MORPHEUS.
  • 3.3
    All amounts stated are exclusive of GST or any other levies, this shall be charged in addition to the price quoted on the invoice, which shall be shown separately, should it be applicable.
  • 3.4
    If payment is not received by the due date of the Invoice, MORPHEUS at its exclusive discretion shall be entitled
    a) to charge interest on the outstanding amount at the rate of 3% per annum ;
    b) to require that the Client make a payment in advance of any delivery not yet made; and/or
    c) cease to perform and deliver the service
  • 3.5
    Any extra costs arising from or related to any delays in the completion of the Services stemming from the failure of the Client to duly make available to MORPHEUS the requested information and documentation, shall be fully borne by the Client.
  • 3.6
    In case of any changes in the terms and conditions including prices and payment terms, the two parties shall agree in writing in advance.

NO REFUND OF ITEMS

  • 4.1
    Unless specified or provided for otherwise on the Agreement or invoice, there shall be no refund allowed on any payment made by the Client to MORPEHUS as far as it is permissible under the relevant Singaporean law.

ACCEPTANCE OF SERVICES

  • 5.1
    Unless otherwise provided for in the Agreement, where MORPHEUS has completed performing the Services, the Client will be deemed to have accepted or approved them within 7 days of completion of the performance of the Services.

TERM AND TERMINATION

  • 6.1
    The term of the contract is specified in the Agreement unless:
    (a) it is extended by agreement between the parties in writing prior to expiry;
    (b) it is terminated pursuant to Clauses 6.3 or 6.5.
  • 6.2
    In the events that the term of the contract is not specified in the Agreement, it shall have an expiry date of One (1) year from the acceptance or execution date of the Agreement, unless the date of expiry or expected delivery is added by agreement between the parties in writing prior the lapse of the One year;
  • 6.3
    Either party may terminate the Contract by notice in writing forthwith in the event the other party:
    1) is in substantial breach of the contract and, in the case of a breach capable of remedy within 30 days, the breach is not remedied within 30 days of the Other Party receiving notice specifying the breach and requiring it to be remedied; or
    (2) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or
    (3) becomes insolvent, or an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or an administrator or administrative receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or the Other Party makes any composition with its creditors, or the Other Party takes or suffers any similar or analogous action in consequence of debt
  • 6.4
    If the Client issues a termination notice, the Client shall be obliged to pay MORPHEUS a compensation equal to the agreed fees apportioned to the Services already rendered by MORPHEUS, plus any additional costs incurred by MORPHEUS as a result of said early termination.
  • 6.5
    In case MORPHEUS cannot be reasonably expected to complete the works due to unforeseen circumstances, MORPHEUS may unilaterally terminate the contract and services. The Client shall be liable for payment of an amount corresponding to the fees due for Services already performed, while being entitled to receive the (preliminary) results of the Services already performed, without the Client being entitled to derive any rights therefrom.

LIMITATION OF LIABILITY

  • 7.1
    In no event shall the total liability of MORPHEUS for all claims arising out of or relating to the Services rendered or any order exceed the price paid by the Client for the specific services giving rise to the claim. The Client must commence any legal proceedings in relation to the sale not later than one year after the delivery of the Services. The limitations and exclusions in this terms and conditions shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.
  • 7.2
    In no event shall MORPHEUS be held responsible for any damages, including but not limited to loss of revenue or profit, loss of product, interruption of business, cost of capital, cost of cover, downtime costs, increased operating costs, claims of Client’s customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages, in any way arising out of Services performed by MORPHEUS.

INDEMNITY

Without prejudice to any right or remedy which MORPHEUS may have under law, in equity or otherwise, the Client shall indemnify and hold harmless MORPHEUS and its officers, employees and agents from and against any and all claims, demands, liability, legal proceedings, damages, losses, costs and expenses (including legal fees on a full indemnity basis) which may arise or occur or be taken or sought against or incurred or suffered by any Indemnified Party as a result of or in connection with Client’s use or implementation of Services acquired from MORPHEUS. This indemnity obligation shall survive the expiration, termination or cancellation of any agreement or order with respect to the provision of services.

CONFIDENTIALITY

  • 9.1
    Neither party shall issue or make any public announcement or disclose any information regarding the Contract, unless before such public announcement or disclosure it furnishes the other party with a copy of such announcement or information and obtains the approval of the other party to its terms.
  • 9.2
    Notwithstanding clause 9.1, neither party shall be prohibited from issuing or making any public announcement or disclosing any information if it is necessary to do so to comply with any applicable law or with the regulations of a recognized stock exchange or any other competent financial authority.

FORCE MAJEURE

MORPHEUS shall not be liable for any delay in delivery or performance of any service directly or indirectly caused by force majeure, which non-exclusively includes acts of God, fire, theft, war, terrorism, embargo, strikes, shortage of labour, delays in delivery or supply by manufacturers, prohibition of export/import, confiscation, governmental actions or any other action outside the control of MORPHEUS. MORPHEUS undertakes, after such event, to deliver as soon as practicable after the resolution of the event, or to arrange cancellation in accordance with the terms agreed in the quote.

GOVERNING LAW

Any dispute arising against MORPHEUS arising from these General Terms and Conditions shall  be governed by the laws of the Republic of Singapore, and any legal action or proceeding shall be submitted to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.

SEVERABILITY

In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these General Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

January 2022