In these Terms:

"Client" means the person who accepts a quotation of the Company for the provision or supply of Services or whose order for the Services is accepted by the Company.

"Company" means Celes Solutions Pte. Ltd. (200611483G), of registered office at 316 Tanglin Road, #02-01, Singapore 247978.

"Company Software": the proprietary software of the Company (whether written in human or machine-readable form) together with any subsequent modifications or enhancements to the same and any other materials, documentation, data, tools, algorithms, libraries, formulas, calculations and methodology relating to the foregoing software and any interface, owned or created by the Company prior to or independently of these Terms and the agreement between the Company and the Client, other than the Package.

Confidential Information: all technical and/or commercial information not in the public domain and which is designated in writing as confidential by any party together with all other information of any party which may reasonably be regarded as confidential information.

Intellectual Property Rights: any copyright, patents, design patents, registered designs, design rights, utility models, trademarks, service marks, trade secrets, know how, database rights, moral rights, confidential information, trade or business names, domain names, and any other rights of a similar nature including industrial and proprietary rights and other similar protected rights in any country or jurisdiction together with all registrations, applications to register and rights to apply for registration of any of the aforementioned rights and any licences of or in respect of such rights.

Limited Purposes: the purposes of understanding, maintaining, modifying and correcting the Package exclusively for and on behalf of the Company.

Maintenance agreement: an agreement between the Client and the Company in respect of the maintenance or support of the Package, or both, however it may be documented.

Material: the Source Code of the Package and such other material and documentation as are necessary to be delivered or deposited to comply with Clause 2 of these Terms.

Medium: the media upon which the deposited Material is stored.

Modification: any modification of the Material by the Client, whether by way of alteration, deletion, addition or otherwise, and includes the operating manuals, user instruction manuals, technical literature and all other related materials in human-readable and/or machine-readable forms in relation to each such modification.

Package: the software package developed for and licensed to the Client by the Company, and for the avoidance of doubt, excludes (a) any third party proprietary software licensed to the Company, and (b) any Company Software.

Services: the services provided or to be provided by the Company to the Client in respect of the Material and the Package, as set out in any written agreement entered into between the Company and the Client or any proposal, quotation or statement of works or invoice issued by the Company to the Client, and as set out in any Maintenance Agreement entered into between the Company and the Client.

Source Code: the computer programming code of the Package in human readable form.

"Terms" means the terms and conditions set out here and (unless the context otherwise requires) and includes any other terms and conditions agreed in writing between the Company and the Client.

Termination Events: means any of the events referred to in Clause 6.2.

Territory: Singapore.

The Company shall at the cost of the Client and at the written request of the Client, deliver a copy of the Material to the Client, at the location designated by the Client, on the later of:

(a)	within 30 days of the date of the written request; and
(b)	the payment by the Client of all charges, expenses and fees payable to the Company, under any purchase order, quotation, statement of work or invoice issued by the Company to the Client or any agreement entered into between the Company and the Client,

by making an electronic deposit or physical deposit of the Material, and if by physical deposit, the Company shall retain ownership of the Medium on which the Material is stored.

2.1

The Client undertakes to the Company that it shall:

(a) keep the Material confidential at all times, and it shall not, directly or indirectly, disclose or distribute the Material to any person save such of the Client's employees or contractors on a need to know basis for the Limited Purposes. If the Material is disclosed to its employees or contractors, the Client shall ensure that they are bound by the same confidentiality obligations as the Client is bound by in these Terms; (b) not directly or indirectly use the Material for purposes other than the Limited Purposes, and shall not: (i) maintain, modify or correct the Material in the absence of the occurrence of any of the events set out in Clause 3.1(a) to (f), and shall cease using the Material on the occurrence of any of the Termination Events; and (ii) not use the Material or allow it to be used for the benefit of any third party; (c) take all steps reasonably necessary to protect the Company's Intellectual Property Rights and the confidential information in the Material; (d) hold the Medium and any other media containing the Material in a safe and secure environment; (e) not, directly or indirectly, remove or change any notices in or on the Source Code; (f) not, directly or indirectly, assign, charge, encumber, license, sell or otherwise deal with the Material or the Medium; (g) not, directly or indirectly, disassemble, decompile, tamper with, reverse engineer, translate or in any other manner decode the Material, except as permitted by law; (h) notify the Company if it becomes aware at any time during the term of these Terms that the copy of the Material held by it has been accessed by persons other than the Client's employees or contractors, compromised, lost, stolen, damaged or destroyed; and (i) not, directly or indirectly, make any copies of the Material.

3.1	The Company hereby grants to the Client a non-exclusive, royalty-free licence to use the Package in the Territory only for the Limited Purposes, for the period commencing on the occurrence of any of the following:
	(a) the Company cannot pay its debts as they fall due under section 254(2) of the Companies Act (Cap 50); (b) the Company ceases or threatens to cease to carry on business; (c) the Company compounds with, or makes an application to court for protection from, its creditors; (d) the Company has appointed a receiver or administrative receiver; (e) the Company resolves, petitions for the appointment of, or has appointed in relation to it an administrator, or (f) the Company passes a resolution or petitions for winding-up or has appointed in relation to it a liquidator, and ending immediately on the termination of these Terms for any reason and the occurrence of any of the Termination Events.
3.2	The licence under Clause 3.1 excludes sub-licensing rights, whether or not the purported sub-licensee is a related company of the Client, and the Client shall not rent, lend, encumber, assign, transfer or in any other way deal with the licence to any person without the Company's prior written consent.

4.1	The Material shall remain at all times the confidential information and intellectual property of Company, and for the avoidance of doubt: (a) the deposit of the Material to the Client will not constitute an assignment of any Intellectual Property Rights that the Company or any third party has in the Material; and (b) the licence of the Material to the Client under Clause 3.1 will not constitute an assignment of any of the Company's or a third party's Intellectual Property Rights in the Material.
4.2	The Client acknowledges that all Intellectual Property Rights in the Material and any Modifications belong to the Company or to its licensor, and the Client shall have no rights in or to the Material or any Modification other than the right to use it for the Limited Purposes in accordance with Clause 3.1.
4.3	The Intellectual Property Rights in any Modification shall on creation of the rights, vest in the Company, and the Client assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to the Company.
4.4	The Client shall ensure that records are maintained which are sufficient to provide evidence of the process of independent creation of the Modifications.
4.5	The Client shall ensure that written agreements are entered into with, and complied by, contractors engaged by the Client relating to the use of the Material for the Limited Purposes and that the terms of engagement of such contractors are consistent with, and enable the Client fully to comply with, the provisions of these Terms.
4.6	The Client shall use its best endeavours to prevent any infringement of the Company's Intellectual Property Rights in the Material and Modifications and shall promptly report to the Company any such infringement that comes to its attention.

5.1

For the avoidance of doubt, these Terms do not: (a) create any obligations on the Company to provide maintenance or support services; and (b) extend, modify or in any manner affect any existing Maintenance agreement.

5.2

5.2 Where the Material has been corrected, modified (whether by alteration, deletion, addition or otherwise) or maintained by the Client or third parties engaged by the Client without the Company's prior written consent, the Company shall: (a) be released from all of its obligations under any existing Maintenance agreement, notwithstanding that the Client shall immediately be liable to pay to the Company the aggregate amounts due and payable under such Maintenance agreement; and (b) not be required to remedy any defect, issue or problem arising from or caused by any such correction, maintenance or modification (whether by way of alteration, deletion, addition or otherwise) made to any part of the Material (including data structure).

6.1	These Terms may be terminated without prejudice to a party's other rights and remedies: (a) by the Client by giving prior written notice to the Company; (b) by any party, at any time with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so, and "material breach" includes a breach of Clauses 2.2 (Source Code Deposit and Client's Undertakings), 3.1 (Licence), and 4 (Intellectual Property Rights); (c) by the Company immediately on the termination of the Maintenance agreement for any reason, including for breach by the Client, termination by the Client, and expiry; and (d) by the Company immediately on the failure by the Client to pay any charges, expenses and fees payable by the Client, under any purchase order, quotation, statement of work or invoice or any agreement entered into between the Company and the Client including a Maintenance agreement, for a period exceeding 14 days of the due date for payment, whether or not a formal demand has been issued by the Company to the Client.
6.2	The Client shall return the Material (and where applicable, the Medium) to the Company at such location as is designated by the Company within 5 days of termination of these Terms.
6.3	Clauses 2.2 (Source Code Deposit and Client's Undertakings); 3.1 (Licence), 4 (Intellectual Property Rights), 5 (Maintenance), 6 (Term and Termination) and 7.5 (General) shall continue in force after termination of these Terms.
6.4	The termination of these Terms, however arising, shall be without prejudice to the rights accrued to the parties prior to termination.

7.1	Future Deposits: These Terms shall apply to all electronic or physical deposits or deliveries of source code and such other material and documentation by the Company to the Client, and shall take effect immediately on such deposit or delivery, with the appropriate and necessary changes having been made to the terms, unless the Company notifies the Client in writing that the terms of these Terms shall not apply or shall be varied or replaced by other terms in such manner as the Company specifies in such notice.
7.2	Entire agreement: These Terms contains the whole agreement between the Company and the Client relating to its subject matter and supersedes any prior agreements, representations or understandings between them.
7.3	Waiver: No waiver of any term of these Terms shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought. The waiver of any breach of any term of the agreement shall not be construed as a waiver of any subsequent breach of a term or condition of the same or a different nature.
7.4	Variation: These Terms or its schedules may be amended by the Company from time to time and shall take effect immediately without notice to the Client.
7.5	Governing Law and Jurisdiction: These Terms is governed by the law of Singapore. All disputes under these Terms shall be subject to the non-exclusive jurisdiction of the courts of Singapore