General Terms and Conditions for Sale of Supply Chain Intelligence Services

Global Procurement Intelligence Portal

 

With the exception of the Global Intelligence Portal Terms and Conditions, these General Terms and Conditions for Sale of Supply Chain Intelligence Services (“GTCs”) and the Supply Chain Intelligence Services Work Order form (“Order” or “Order Form”) (collectively, this “Agreement”) comprise the entire agreement between the parties and they apply to services performed by Jabil Procurement and Supply Chain Services Pte. Ltd. (“Jabil” or “Jabil Singapore”) and supersede all other terms, proposals, discussions, purchase orders, acceptance and prior agreements except for conflicting formal signed agreements, between Jabil and a customer (“Customer”) in the same scope of work. In the event of any conflict, contradiction, or ambiguity between these GTCs and the Order Form, the terms of the Order Form shall prevail. Jabil will use commercially reasonable efforts to provide the services described in an Order by the delivery date(s) specified therefore (if any) by Jabil. Jabil and Customer are referred to herein individually as “Party” and collectively as the “Parties”. "Subsidiary” means the corporations, partnerships, limited liability companies, joint ventures, associations and any other legal entities of which Jabil Inc. (either alone or through or together with any other Subsidiary), owns, directly or indirectly, or has rights to acquire, directly or indirectly more than 50 percent of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

 

 

1. Services. Jabil shall provide the services to Customer as described in the Order Form (the “Services”) in accordance with these Terms. Customer shall use the Deliverables (“Deliverables” means those deliverables in an applicable Order that are provided as part of a Service) provided to Customer by Jabil in connection with this Agreement solely for Customer’s internal use and reference. Customer agrees not to make Deliverables available to any third party without prior written consent from Jabil. Jabil reserves the right at any time to make any changes to the Deliverables. Except as expressly provided herein, nothing contained in this Agreement or otherwise shall constitute a waiver or relinquishment by Jabil of any rights and remedies provided by applicable law, in equity, or under any provision of this Agreement. No reliance shall be placed by Customer on the advice, recommendations, information, work product or any Deliverables provided to Customer by Jabil Singapore in connection with this Agreement.
2. Payment: Unless otherwise stipulated in the relevant Order Form, Jabil will invoice Customer all applicable Service Fees upon the signing of this Agreement, whereby invoices will be sent to Customer’s Registered Address (see in Order Form). 
   Any monies due under this Agreement shall be paid to Jabil without any deduction or set off and free and clear of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any government or other authority save as required by law. If Customer is compelled to make any such deduction, it will pay Jabil such additional amounts as are necessary to ensure that Jabil receives the full amount which it would have received. Customer agrees to reimburse Jabil for all reasonable travel and out-of-pocket expenses incurred by Jabil in connection with the performance of the Services. In the event payments are not received by Jabil in time after becoming due, Jabil may: (i) charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid in full; and (ii) suspend performance for all Services until payment has been made in full. In the event of expiration or termination of the Agreement for any reason, Customer will remain liable for all fees, costs of material and expenses incurred by Jabil. Notwithstanding any other provisions of the Agreement Jabil may change the fees effective on the first day of any successive year by giving Customer at least 60 days prior notice. Customer’s failure to object to a proposed change at least 30 days before its effective date constitutes acceptance. If Customer objects, Jabil may terminate this Order Form in writing by the last day of the then current year.
3. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
4. Order Form. Customer’s signature and submission of the Order Form is deemed its acceptance of these GTCs. Jabil’s acceptance and obligation to complete the Order is conditioned upon Customer’s signature of the Order Form in writing and its receipt by Jabil.
5. Non-Cancellable. The Services and the payment obligations are non-cancellable, all fees paid are non-refundable and quantities purchased cannot be decreased during the current Order Form Term. Notwithstanding the foregoing, Jabil may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Form.
6. Performance Dates. Jabil shall use reasonable efforts to meet any performance dates specified in the Order Form, and any such dates shall be estimates only.
7. Information. Jabil may obtain some of the information and data to be used in the delivery of the Services from internet websites, publicly available sources and external sources (“Information”). Such Information will be used and presented in good faith and is believed to be correct. Jabil makes no representations or warranties as to the completeness or accuracy of the Information. Information is used or supplied upon the condition that the recipients will make their own determination as to its suitability for their purposes prior to use. Jabil makes no commitment to review the reliability of, to update or correct any Information that is sourced from the internet, publicly available and/or external sources.
8. Customer’s Obligations. Customer shall:

 (a)  cooperate with Jabil in all matters relating to the Services and provide such access to Customer’s information and premises, and such office accommodation and other facilities as may reasonably be requested by Jabil, for the purposes of performing the Services;

 (b)  respond promptly to any Jabil request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Jabil to perform Services in accordance with the requirements of this Agreement;

 (c)  provide such Customer materials or information as Jabil may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and

 (d)  obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

9. Customer’s Acts or Omissions. If Jabil’s performance is impaired, prevented, delayed, or the costs to Jabil are increased by any act or omission of the Customer or its agents, subcontractors, consultants or employees, Jabil shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
10. Cybersecurity: Each of the Parties shall implement commercially reasonable, risk-based administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of the other Party’s data, communications, records, confidential information, and personal information (“Party’s Data”) and/or the other Party’s hardware, software, media and networking systems (“Party’s Systems”) to which the Party has authorized access, as well as the security of its own hardware, software, media and network systems (“System”) used to facilitate communications, provide services to or otherwise conduct business with the other Party. Each of the Parties shall ensure that all such safeguards are no less rigorous than accepted industry practices and comply with all applicable data protection and privacy laws. Each of the Parties shall notify the other Party promptly, and in no event later than 48 hours, after discovering any breach of security leading to the accidental or unlawful access, destruction, loss, alteration, or unauthorized disclosure of Party’s Data and/or its Systems (“Security Breach”). The Party suffering a Security Breach shall take immediate steps, at its sole expense, to investigate, remedy, and mitigate the Security Breach, and shall collaborate and cooperate in good faith with the other Party so that the other Party may take any action or other steps that it reasonably determines to be necessary or appropriate in light of the Security Breach. None of the Parties shall make any third-party disclosures about the Security Breach without the other Party’s prior consent. Parties shall immediately notify each other of any regulatory notice of inquiry, investigation or similar action received by either Party as a result of a Security Breach, and shall assist and cooperate in good faith with each other in responding to and otherwise complying with any such action. The Party suffering a Security Breach shall indemnify, hold harmless and defend the other Party (including its affiliates) from any claims and other actions, and reimburse the other Party for all losses, expenses, and costs reasonably incurred by the other Party as a result of a Security Breach originating from a System or other breach by the Party suffering a Security Breach.
11. Intellectual Property:  Customer acknowledges and agrees that Jabil, its subsidiaries, and/or affiliates owns all legal right, title, and interest in and to all Deliverables, Services, and any documents, or other information  supplied herein, in electronic form or otherwise, including any intellectual property rights which subsist therein including, without limitation, all rights with respect to copyrights, derivative works, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code, object code, data, and/or any other intellectual property rights.   Notwithstanding anything herein to the contrary, no license to Jabil’s trademarks, service marks, trade dress, trade names, brand names, logos, or corporate names (collectively “Jabil’s Trademarks”) is granted hereunder. Customer shall not alter, modify, adapt, reproduce, display, publish, perform, syndicate or distribute the Deliverables, or any other document or information supplied by Jabil under this Agreement.  Customer shall not offer to sell or donate, license, or sell (directly or indirectly) or otherwise alienate or distribute any products, Services, or Deliverables containing any Jabil intellectual property, Deliverables, or any other documents or other information supplied, in electronic form or otherwise, by Jabil under this Agreement to any third party.

Except as expressly provided herein, nothing in this Agreement grants or purports to grant any rights or licenses to Intellectual Property Rights, including by implication, by virtue of estoppel, or otherwise to Customer.

12. Warranty: Jabil represents and warrants to Customer that the Services will be carried out in a professional manner with reasonable skill and care and by appropriately experienced and qualified staff. Jabil’s execution and performance of the Agreement and each transaction contemplated under the Agreement did not and will not violate in any respect a provision of any law, treaty, judgment, ruling, or order of a government (or governmental authority or agency) binding on it. The remedies set forth in this section shall be the Customer’s sole and exclusive remedy and Jabil’s entire liability for any breach of the limited warranty set forth in this section.
13. DISCLAIMER OF WARRANTY. EXCEPT FOR THE LIMITED WARRANTY UNDER SECTION 12, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND JABIL EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING, ANY WARRANTY OF MERCHANTABILITY, OUTCOME OR FITNESS FOR A PARTICULAR PURPOSE, PLANNED COST SAVING, NON-INFRINGEMENT, WARRANTY OF TITLE, OR ANY WARRANTIES THAT THE PERFORMANCE OF THE SERVICES OR DELIVERABLES WILL BE ACCURATE, UNINTERRUPTED OR ERROR FREE OR WILL MEET CUSTOMER’S REQUIREMENTS. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY JABIL, ITS AFFILIATES, SUBSIDIARIES, AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND NO ACCESS TO OR USE OF ANY OF THE SERVICES OR DELIVERABLES IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.
14. Limitation of liability:

(a)  Except for I. breach of confidentiality obligations in Section 16., and II. Indemnification (Section 31.), in no event shall the Parties be liable to each other or to any third party under any contract, tort, strict liability, negligence, or other legal or equitable claim or theory for any loss of use, goodwill, revenue or profit or loss of data or diminution in value, work stoppage, computer failure or malfunction, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not the Parties have been advised or are aware of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

(b)  To the fullest extent permitted by law, except with regard to any indemnification obligations under Section 31 or confidentiality obligations set forth herein, the Parties sole liability in connection with this agreement, whether arising out of contract, negligence, strict liability in tort, warranty, or otherwise, shall be limited to direct monetary damages which shall not exceed the aggregate amounts paid or payable to Jabil pursuant to the applicable Order Form.

(c)  The limitation of liability set forth in this Section 14 shall not apply to death or bodily injury resulting from any of the Party’s negligent acts or omissions, to the extent such liability cannot be limited by law.

(d) The Deliverables provided under the services are merely for reference purposes and Jabil takes no responsibility for underlying misstatements of facts of omission of information which could impact the outcome/conclusions of the Deliverables. It is understood and agreed that Jabil provided services may include advice, recommendations, and suggestions, but all decisions in connection with the implementation of such advice, recommendations and suggestions shall be the responsibility of, and made by, the Customer. In no event will Jabil be responsible for losses or damages of any nature whatsoever resulting from the use of or reliance upon the Deliverables or the service.

15. Compliance with Applicable Laws: Both parties will adhere to all applicable Laws and regulations governing such party’s conduct in connection with this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, and the UK Bribery Act.
16. Confidential Information.

(a) All Deliverables, non-public, confidential or proprietary information of the Parties, including, but not limited to, any advice, recommendations, information, work product, report, or any other Deliverables provided under the Services, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, suppliers, pricing, and marketing (collectively, “Confidential Information”), disclosed by one of the Parties (“Discloser”) to the other Party (“Receiving Party"), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, shall be deemed to be the Confidential and Proprietary information of the disclosing party, and shall not be disclosed or copied by the Receiving Party without the prior written consent of the Discloser. Confidential Information does not include information that is: (i) already publicly available; (ii) known to the Receiving Party at the time of disclosure; (iii) required to be disclosed by law, court, or regulatory body of any relevant jurisdiction provided prompt written notice of this is given to the Discloser so that the Discloser may attempt to object to such disclosure; (iv) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (v) independently developed without use of or reference to the other party’s confidential information.   

(b)  Receiving Party agrees to use the Confidential Information only to provide or make use of the Services and Deliverables.

(c)  Discloser shall be entitled to injunctive relief for any violation of this Section 16.

The Recipient shall be responsible for all breaches of these obligations of confidentiality by its officers and employees or other persons to whom Confidential Information is made available by the Recipient. All Confidential Information shall be returned to the Discloser or destroyed at its direction. The obligations of confidentiality set out in this Agreement shall survive the expiration of this Agreement.

17. Termination.  Either party may terminate the Agreement for material breach by the other party, if the material breach is not cured within 30 days’ notice period. In the event a termination occurs for Jabil’s breach, Customer shall be entitled to a pro-rata refund of any prepaid fees, that was not yet covered by Jabil’s services as of the effective date of the termination. In the event Jabil terminates for Customer’s material breach, Customer shall not be entitled to any refund. Jabil may terminate the Agreement with immediate effect upon written notice to Customer, if Customer:  (a)  fails to pay any amount when due under the Agreement and these terms, and such failure continues for 30 days after Customer’s receipt of written notice of nonpayment;    (b)  has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or   (c)  becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
18. Waiver. No waiver by any of the Parties of any of the provisions of these terms is effective unless explicitly set forth in writing and signed by that Party. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
19. Irreparable Harm. Each party acknowledges that damages for any breach of this agreement may be irreparable; therefore, the injured party is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.  The prevailing party in any action to enforce the provisions of this Authorization or to obtain injunctive relief shall be entitled to recovery of its reasonable attorneys' fees and costs, including any appellate fees and the costs, fees and expenses incurred.
20. Force Majeure. Jabil shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached these terms and the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Jabil including, without limitation, acts of God, blackouts, inclement weather, flood, fire, earthquake, hurricane, tornadoes, typhoons, explosion, governmental actions (including changes in law or regulations that materially and adversely impact the Party), war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, industrial disputes, sabotage, accidents, destruction of production facilities, strikes, or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
21. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under these terms without the prior written consent of Jabil. Any purported assignment or delegation in violation of this Section 20. is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
22. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
23. Publicity. Without the consent of Jabil, Customer shall not refer to this Agreement in any publicity or advertising or otherwise disclose to any third party any of the terms of this Agreement. Notwithstanding the foregoing, neither Party will be prevented from, at any time, furnishing any information to any governmental or regulatory authority, including the United States Securities and Exchange Commission or any other foreign stock exchange regulatory authority, that it is by law, regulation, rule or other legal process obligated to disclose, so long as the other Party is given advance written notice of such disclosure. Any Deliverables or other documents provided by Jabil to Customer under these terms shall not be published or shared by Customer. For the purposes of marketing or publicizing or selling the Services, Jabil may wish to disclose that Jabil has performed work (including the Services) for the Customer, in which event, Jabil may identify the Customer by its name (or the name of the group of which it is a member) and logo and may indicate only in a general nature or category of such work (or of the Services) any details which may have properly become publicly known. Customer agrees that Jabil may identify Customer as a recipient of Services and use Customer’s logo in sales presentations, marketing materials and press releases.
24. Insurance. Each Party will keep its business and properties insured at all times against hazards, against liability on account of physical damage to Persons or property, and pursuant to all applicable workers’ compensation laws.  The insurance maintained shall be in such monies and with such limits and deductibles usually carried by persons engaged in the same or a similar business.
25. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Singapore, without application of conflict of laws principles. The Parties hereby consent to the personal and exclusive jurisdiction and venue of the Singapore courts.   
26. Dispute Resolution: Any dispute, action or proceeding arising out of or relating to this Agreement shall be settled by binding arbitration under the applicable rules and procedures of the arbitration body of the Singapore International Arbitration Centre (“SIAC”), with the mandatory site for arbitration in Singapore. This clause shall not preclude parties from seeking provisional remedies from a court of appropriate jurisdiction. The language of arbitration shall in all cases be English.
27. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Form or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 27. All notices will be deemed received: (i) when delivered personally; (ii) five (5) days after having been sent by registered or certified mail; or (iii) one (1) day after deposit with nationally recognized overnight courier.
28. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
29. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Dispute resolution and Survival.
30. Non-solicitation. Customer shall not, during the term of this Agreement nor for one (1) year thereafter, solicit to hire, hire, or contract with any employee, manager, director, or officer of the other party or its affiliates, without the written consent of Jabil Singapore. It shall not be deemed a breach of the foregoing provision to engage in general solicitations or recruiting activities for hiring by either party addressed to the general public that may include, without limitation, advertisements by means of newspapers, magazines, Internet, radio or television, or replies by either party’s employees or contractors to postings on online resources including databases and job posting sites, and to freely hire any persons responding to such solicitations.
31. Indemnification. Customer agrees to indemnify, defend and hold harmless Jabil, and its affiliates, subsidiaries, and their respective directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgements, liens, awards, and damages of any kind and nature whatsoever (including personal injuries), and expenses, costs of litigation and reasonable attorneys’ fees that are based in part or in whole in connection with any of the following: (i) a third-party’s use of or reliance on any Deliverables or derivative data disclosed to such third-party by Customer;  (ii) Customer’s breach of confidentiality and/or unauthorized use or unauthorized disclosure of the Deliverables, including but not limited to Customer’s use or unauthorized disclosure causing infringement to a third party intellectual property rights.
32. Jabil Singapore, Jabil Inc, and all of its Subsidiaries shall be entitled to enforce this Agreement, and no other third parties shall have any rights under this Agreement.