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Contract Terms
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ACME PROPERTY SERVICES PTE LTD
Master Service Agreement - Standard Terms & Conditions
Template v2025.1 | Baseline Contract Requirements
This Master Service Agreement ("Agreement") sets forth the standard terms and conditions required by Acme Property Services Pte Ltd ("Client") for all facilities management service providers. All service providers must meet or exceed these minimum requirements.
Article 1 - Parties & Contract Term
| # | Clause | Standard Requirement |
|---|---|---|
| 1.1 | Initial Contract Term | 3 years from Commencement Date |
| 1.2 | Renewal Period | Automatic 1-year renewal unless notice given |
| 1.3 | Non-Renewal Notice | 90 days prior written notice to registered address |
| 1.4 | Commencement | 1st day of calendar month following execution |
Note: Contract term shall not be less than 3 years for new engagements to ensure service continuity and transition planning.
Article 2 - Scope of Services
| # | Clause | Standard Requirement |
|---|---|---|
| 2.1 | Service Scope | As detailed in Schedule A - Services Specification |
| 2.2 | Service Level Agreement | Minimum 99.5% uptime for critical systems |
| 2.3 | Emergency Response | Within 30 minutes for Priority 1 issues |
| 2.4 | Monthly Reporting | KPI dashboard by 5th business day |
Article 3 - Personnel & Staffing
| # | Clause | Standard Requirement |
|---|---|---|
| 3.1 | Key Personnel | Named individuals with 30-day replacement guarantee |
| 3.2 | Background Checks | Police clearance for all site personnel |
| 3.3 | Training Requirements | Annual safety certification renewal |
| 3.4 | Subcontracting | Prior written approval required |
Article 4 - Commercial Terms & Pricing
| # | Clause | Standard Requirement |
|---|---|---|
| 4.1 | Payment Terms | Net 30 days from invoice date |
| 4.2 | Annual Escalation | CPI-linked with 5% annual cap |
| 4.3 | Variation Orders | Written approval for works exceeding SGD 5,000 |
| 4.4 | Invoicing | Monthly in arrears with itemized breakdown |
| 4.5 | Retention | 5% retention for first 6 months |
Article 5 - Liability & Limitation
| # | Clause | Standard Requirement |
|---|---|---|
| 5.1 | Aggregate Liability Cap | 24 months of annual contract value |
| 5.2 | Damage Exclusions | Indirect, consequential, punitive excluded |
| 5.3 | Gross Negligence Carve-Out | Liability cap waived for gross negligence/wilful misconduct |
| 5.4 | Property Damage | Full replacement cost for Client property |
| 5.5 | Third Party Claims | Provider responsible for subcontractor actions |
Critical: Liability cap protects Client during service failures. 24-month minimum ensures adequate protection for large-scale incidents.
Article 6 - Indemnification
| # | Clause | Standard Requirement |
|---|---|---|
| 6.1 | Mutual Indemnification | Both parties indemnify for their negligent acts |
| 6.2 | IP Indemnification | Provider indemnifies for IP infringement claims |
| 6.3 | Defense Obligation | Indemnifying party controls defense |
| 6.4 | Notice of Claims | Prompt written notice of potential claims |
Article 7 - Insurance Requirements
| # | Coverage Type | Minimum Coverage Required |
|---|---|---|
| 7.1 | Public Liability Insurance | SGD 10,000,000 per occurrence |
| 7.2 | Professional Indemnity | SGD 2,000,000 per claim, aggregate SGD 5M |
| 7.3 | Workers Compensation | As required under Work Injury Compensation Act |
| 7.4 | Contractors All Risks | Full replacement value of works |
| 7.5 | Cyber Liability | SGD 1,000,000 for IT-integrated services |
| 7.6 | Insurer Rating | Minimum A.M. Best rating of A- or equivalent |
Insurance certificates to be provided within 14 days of contract execution and renewed annually.
Article 8 - Termination
| # | Clause | Standard Requirement |
|---|---|---|
| 8.1 | Termination for Convenience | 180 days prior written notice |
| 8.2 | Termination for Cause | 30 days cure period after written notice |
| 8.3 | Early Termination Fee | No penalty after completion of Year 1 |
| 8.4 | Insolvency | Immediate termination right upon insolvency event |
| 8.5 | Transition Assistance | 90-day transition support at cost recovery basis |
Article 9 - Force Majeure
| # | Clause | Standard Requirement |
|---|---|---|
| 9.1 | Definition | Events beyond reasonable control (listed) |
| 9.2 | Notice Requirement | Written notice within 48 hours of occurrence |
| 9.3 | Exit Right | Either party may terminate after 90 consecutive days |
| 9.4 | Mitigation | Best efforts to minimize impact and resume services |
Article 10 - Confidentiality & Data Protection
| # | Clause | Standard Requirement |
|---|---|---|
| 10.1 | Confidentiality Period | 5 years survival post-termination |
| 10.2 | PDPA Compliance | Full compliance with Singapore PDPA requirements |
| 10.3 | Data Return/Destruction | Within 30 days of termination with certification |
| 10.4 | Audit Rights | Annual audit of data handling practices |
Article 11 - Dispute Resolution & Governing Law
| # | Clause | Standard Requirement |
|---|---|---|
| 11.1 | Escalation Process | Senior management meeting within 14 days |
| 11.2 | Arbitration | SIAC Rules, single arbitrator, Singapore seat |
| 11.3 | Governing Law | Laws of the Republic of Singapore |
| 11.4 | Injunctive Relief | Either party may seek urgent injunctive relief in courts |
Article 12 - Health, Safety & Environment
| # | Clause | Standard Requirement |
|---|---|---|
| 12.1 | WSH Act Compliance | Full compliance with Workplace Safety and Health Act |
| 12.2 | ISO Certification | ISO 14001 (Environmental) certification required |
| 12.3 | Incident Reporting | Immediate notification for serious incidents |
| 12.4 | ESG Commitments | Annual sustainability report submission |
Article 13 - Miscellaneous Provisions
| # | Clause | Standard Requirement |
|---|---|---|
| 13.1 | Entire Agreement | This Agreement supersedes all prior agreements |
| 13.2 | Amendment | Written amendment signed by both parties only |
| 13.3 | Waiver | No waiver unless in writing |
| 13.4 | Assignment | Prior written consent required for assignment |
| 13.5 | Severability | Invalid provisions severable |
Standard Terms Summary
45 Key Clauses | 13 Articles | Baseline Template v2025.1
STERLING PROPERTIES MANAGEMENT PTE LTD
Facilities Management Service Agreement
Contract Ref: SP-FM-2025-0147 | Submitted: 15 December 2024
This Facilities Management Service Agreement ("Agreement") is entered into between Acme Property Services Pte Ltd ("Client") and Sterling Properties Management Pte Ltd ("Service Provider") for the provision of integrated facilities management services at the designated properties.
Article 1 - Parties & Contract Term
| # | Clause | Provider's Terms |
|---|---|---|
| 1.1 | Initial Contract Term | 3 years (1 Jan 2025 - 31 Dec 2027) |
| 1.2 | Renewal Period | 1-year automatic renewal |
| 1.3 | Non-Renewal Notice | 90 days prior written notice |
| 1.4 | Commencement | 1 January 2025 |
Article 2 - Scope of Services
| # | Clause | Provider's Terms |
|---|---|---|
| 2.1 | Service Scope | Per Schedule A - Comprehensive FM Services |
| 2.2 | Service Level Agreement | 99.5% uptime guaranteed for critical systems |
| 2.3 | Emergency Response | 30-minute response for P1 incidents |
| 2.4 | Monthly Reporting | KPI reports by 5th business day |
Article 3 - Personnel & Staffing
| # | Clause | Provider's Terms |
|---|---|---|
| 3.1 | Key Personnel | Named personnel with 30-day replacement |
| 3.2 | Background Checks | Police clearance for all site staff |
| 3.3 | Training Requirements | Annual safety certification maintained |
| 3.4 | Subcontracting | Written approval required for subcontractors |
Article 4 - Commercial Terms & Pricing
| # | Clause | Provider's Terms |
|---|---|---|
| 4.1 | Payment Terms | Net 45 days from invoice date |
| 4.2 | Annual Escalation | CPI-linked, capped at 5% |
| 4.3 | Variation Orders | Written approval for works > SGD 5,000 |
| 4.4 | Invoicing | Monthly in arrears, itemized |
| 4.5 | Retention | 5% retention for first 6 months |
Payment terms extended from standard 30 days to 45 days per Sterling Properties' standard payment cycle.
Article 5 - Liability & Limitation
| # | Clause | Provider's Terms |
|---|---|---|
| 5.1 | Aggregate Liability Cap | 12 months of annual contract value only |
| 5.2 | Damage Exclusions | Indirect, consequential, punitive damages excluded |
| 5.3 | Gross Negligence Carve-Out | Cap waived for gross negligence (undefined) |
| 5.4 | Property Damage | Full replacement cost for Client property |
| 5.5 | Third Party Claims | Provider liable for subcontractor actions |
⚠ Liability cap is 50% below Client standard. Gross negligence definition not specified in contract.
Article 6 - Indemnification
| # | Clause | Provider's Terms |
|---|---|---|
| 6.1 | Indemnification Structure | Provider indemnifies Client only (one-way) |
| 6.2 | IP Indemnification | Provider indemnifies for IP claims |
| 6.3 | Defense Obligation | Indemnifying party controls defense |
| 6.4 | Notice of Claims | Prompt written notice required |
Note: One-way indemnification favors Client but deviates from mutual protection standard.
Article 7 - Insurance Requirements
| # | Coverage Type | Provider's Coverage |
|---|---|---|
| 7.1 | Public Liability Insurance | SGD 5,000,000 per occurrence |
| 7.2 | Professional Indemnity | SGD 2,000,000 per claim, SGD 5M aggregate |
| 7.3 | Workers Compensation | Per Work Injury Compensation Act |
| 7.4 | Contractors All Risks | Full replacement value coverage |
| 7.5 | Cyber Liability | SGD 1,000,000 coverage |
| 7.6 | Insurer Rating | A.M. Best A- rated insurers |
⚠ Public Liability coverage is SGD 5M below the required SGD 10M minimum.
Article 8 - Termination
| # | Clause | Provider's Terms |
|---|---|---|
| 8.1 | Termination for Convenience | 90 days prior written notice (either party) |
| 8.2 | Termination for Cause | 30 days cure period after written notice |
| 8.3 | Early Termination Fee | No penalty after Year 1 |
| 8.4 | Insolvency | Immediate termination upon insolvency |
| 8.5 | Transition Assistance | 90-day transition at cost recovery |
⚠ 90-day notice is insufficient for proper transition planning. Standard requires 180 days.
Article 9 - Force Majeure
| # | Clause | Provider's Terms |
|---|---|---|
| 9.1 | Definition | Standard force majeure events listed |
| 9.2 | Notice Requirement | Written notice within 48 hours |
| 9.3 | Exit Right | Termination after 120 consecutive days |
| 9.4 | Mitigation | Best efforts to minimize impact |
Force majeure exit threshold is 30 days longer than standard, extending lock-in during FM events.
Article 10 - Confidentiality & Data Protection
| # | Clause | Provider's Terms |
|---|---|---|
| 10.1 | Confidentiality Period | 5-year survival post-termination |
| 10.2 | PDPA Compliance | Full Singapore PDPA compliance |
| 10.3 | Data Return/Destruction | Within 30 days with certification |
| 10.4 | Audit Rights | Annual data handling audits permitted |
Article 11 - Dispute Resolution & Governing Law
| # | Clause | Provider's Terms |
|---|---|---|
| 11.1 | Escalation Process | Senior management within 14 days |
| 11.2 | Arbitration | SIAC Rules, single arbitrator, Singapore |
| 11.3 | Governing Law | Singapore law |
| 11.4 | Injunctive Relief | Courts available for urgent relief |
Article 12 - Health, Safety & Environment
| # | Clause | Provider's Terms |
|---|---|---|
| 12.1 | WSH Act Compliance | Full WSH Act compliance |
| 12.2 | ISO Certification | ISO 14001 certified |
| 12.3 | Incident Reporting | Immediate notification for serious incidents |
| 12.4 | ESG Commitments | Annual sustainability reporting |
Article 13 - Miscellaneous Provisions
| # | Clause | Provider's Terms |
|---|---|---|
| 13.1 | Entire Agreement | This Agreement supersedes prior agreements |
| 13.2 | Amendment | Written amendment by both parties only |
| 13.3 | Waiver | No waiver unless in writing |
| 13.4 | Assignment | Prior written consent for assignment |
| 13.5 | Severability | Invalid provisions severable |
Signatures
For Sterling Properties Management Pte Ltd
Authorized Signatory
For Acme Property Services Pte Ltd
Authorized Signatory
Contract Review Status
3 Key Deviations | 4 Items for Review | 84% Aligned
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