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1. Definitions

“Archer”
Archer (S) Pte Ltd and its affiliates.
“Client”
The party accepting Archer’s offer or quotation.
“Deliverables”
Any goods, services, reports, drawings, data, software, or other outputs supplied by Archer.
“Contract”
These Terms and Conditions, the quotation, and any agreed special terms.

2. Offer, Acceptance & Precedence

  • Quotations are valid for the period stated (or thirty (30) days if none stated) and are subject to contract and availability.
  • A binding Contract forms upon Client’s written acceptance, purchase order, or instruction to proceed.
  • Order of precedence: (i) any mutually signed special terms, (ii) the quotation (including scope, assumptions, exclusions), and (iii) these Terms. Conflicts shall be resolved in that order.
  • Client terms and conditions are excluded unless expressly accepted in writing by an authorised Archer signatory.

3. Scope & Change Control

  • Archer’s obligations are limited to the scope expressly described in the quotation.
  • Variations, additional services, changes in laws/standards/authority requirements, unforeseen conditions, or Client-caused delay constitute chargeable changes.
  • Changes must be instructed in writing. Archer shall price and schedule changes prior to execution. Standby, abortive costs, remobilisation, and acceleration shall be chargeable.

4. Prices, Taxes & Currency

  • Prices are in the currency stated and exclude GST/VAT, duties, withholding, permits, certifications, insurance, logistics, and other third-party or statutory costs unless expressly included.
  • If the Client must withhold tax, amounts due shall be grossed up so that Archer receives the full quoted amount.
  • If award or delivery occurs after quotation validity, or if the Client reschedules, Archer may adjust prices to reflect supplier increases, exchange fluctuations, or market conditions.

5. Payment Terms

  • Payment terms are as stated in the quotation. If none are stated, payment shall be due within thirty (30) calendar days from invoice date.
  • Late payments shall bear interest at 1.5% per month (or the maximum permitted by law) from due date until receipt. Archer may suspend performance, withhold Deliverables, or demobilise for non-payment.
  • The Client shall not set off or withhold payments for disputes unrelated to the invoiced Deliverables.
  • Materials ordered, early works, and committed costs are payable if the project is delayed or cancelled.

6. Delivery, Title & Risk (Goods/Materials)

  • Delivery terms shall be as stated in the quotation (INCOTERMS® 2020 if applicable). Risk shall transfer per the stated term, or if none is stated, upon delivery to site.
  • Title to goods shall remain with Archer until full payment is received. The Client shall keep goods identifiable, insured, and unencumbered. Archer may enter the site to recover unpaid goods.

7. Client Responsibilities

  • The Client shall provide safe access, site readiness, utilities, permits-to-work, lifting/handling, scaffolding, and coordination with third parties.
  • The Client shall provide timely, complete, and accurate information, approvals, and decisions. Archer may rely on such information without independent verification.
  • The Client shall ensure the site and systems are fit for integration and operation. Rectification of pre-existing defects is excluded unless expressly included.
  • If Archer reasonably deems conditions unsafe or non-compliant, it may suspend works without liability; associated costs and time shall be chargeable.

8. Performance, Testing & Acceptance

  • Where testing/commissioning is in scope, acceptance criteria are as stated in the quotation or, if not stated, compliance with applicable design documents and standards within agreed tolerances.
  • FAT/SAT, mock-ups, destructive or live tests, samples, permits, and consumables are chargeable unless expressly included.
  • Deliverables shall be deemed accepted upon: (i) Client’s operational use, (ii) Client’s written acceptance, or (iii) fourteen (14) days after delivery of results or equipment without notice of material non-conformance.
  • Test results are subject to site conditions and inputs; no guarantee of performance is given beyond stated scope and assumptions.

9. Warranties & Remedies

  • Archer warrants services will be performed with reasonable skill and care, and that new goods (if any) shall materially conform to published specifications at delivery.
  • Workmanship warranty shall be twelve (12) months from delivery or completion, whichever is earlier. Manufacturer warranties shall pass through and constitute the Client’s sole remedy for goods.
  • Exclusions include misuse, improper maintenance, alteration, integration with non-approved components, wear and tear, obsolescence, and issues from Client data or instructions.
  • Archer’s sole obligation for breach of warranty is to re-perform services or repair/replace goods within a reasonable time. If neither is commercially reasonable, Archer may refund the price for the affected Deliverable.

10. Professional Skill, Approvals & Reliance

  • Deliverables shall be prepared with professional skill and care based on available information. No guarantee is given for approvals, certifications, or outcomes dependent on third parties or regulators.
  • Reports, drawings, and advice are for the Client’s internal use on the named project only and may not be relied on by third parties without Archer’s prior written consent (and fee) for a reliance letter.

11. Compliance, HSE & Stop-Work Authority

  • Each party shall comply with applicable laws, standards, and site rules.
  • Archer may suspend or stop work unconditionally where safety, environmental, or compliance risks are identified; associated time and costs shall be chargeable.
  • Handling or management of regulated materials, wastes, and permits remains the Client’s responsibility unless expressly included.

12. Intellectual Property

  • Archer retains ownership of all background IP, know-how, methods, and tools.
  • Subject to full payment, Archer grants the Client a non-exclusive, non-transferable, royalty-free licence to use Deliverables solely for internal operation of the named project. Reuse requires Archer’s prior written consent.
  • Archer may use residual knowledge and generalised learnings in future work.

13. Confidentiality & Publicity

  • Each party shall protect the other’s confidential information and use it solely for the Contract.
  • Archer may list the Client’s name and project title in credentials. Detailed case studies or use of the Client’s logo require Client’s prior consent (not unreasonably withheld).

14. Data Protection & Information Security

  • Each party shall comply with applicable data protection laws, including Singapore PDPA.
  • The Client confirms that any personal data provided to Archer has been collected with requisite notices and consents. Cross-border transfers may occur as necessary to perform the Contract.

15. Indemnities

  • The Client shall indemnify Archer against all claims, losses, and costs arising from: (i) site conditions, (ii) Client-provided information, designs, or instructions, (iii) misuse of Deliverables contrary to Archer’s recommendations, and (iv) third-party claims relating to the Client’s use of Deliverables—except to the extent caused by Archer’s negligence or wilful misconduct.
  • Archer shall indemnify the Client against third-party IP infringement in Singapore caused by Archer-authored Deliverables. Archer’s obligations are limited to procuring a licence, modifying/replacing the infringing item, or refunding the price of the affected Deliverable. This indemnity excludes Client modifications, combinations not supplied by Archer, or use outside intended scope.

16. Liability Cap & Exclusions

  • Archer’s aggregate liability under the Contract (whether in contract, tort, statute, or otherwise) shall not exceed the Contract price.
  • Archer shall not be liable for loss of profit, revenue, production, contracts, business interruption, data, or any indirect, incidental, special, punitive, or consequential loss.
  • Nothing herein limits liability for fraud, wilful misconduct, or liability which cannot lawfully be excluded. Liability for death or personal injury is limited only as permitted by applicable law.

17. Insurance

  • Archer maintains insurance customary for its business (including public liability and professional indemnity). Certificates may be provided upon request.
  • Additional coverage or named-insured requirements are subject to Archer’s approval and may be chargeable.

18. Force Majeure

  • Neither party shall be liable for delay or non-performance caused by events beyond reasonable control, including natural disasters, epidemics, war, sanctions, government actions, labour disputes, supply-chain interruptions, or utility failures.
  • Time for performance shall be extended by the period of impact. If Force Majeure persists for sixty (60) days, either party may terminate affected portions of the Contract. Client shall pay for completed work and committed costs.

19. Suspension & Termination

  • Archer may suspend for non-payment, safety issues, sanctions, or Client breach.
  • Either party may terminate for material breach not cured within twenty-one (21) days of notice, or immediately for insolvency.
  • The Client may terminate for convenience with written notice. In such case, the Client shall pay for work performed, committed costs, demobilisation/remobilisation, and a reasonable profit on unperformed work included in Contract pricing.

20. Export Controls, Sanctions & Ethics

  • Each party shall comply with all applicable export control and sanctions laws, including Singapore, UN, US, EU, and UK regimes. Archer may suspend or refuse performance if compliance is uncertain.
  • Each party shall comply with anti-bribery, anti-corruption, and modern slavery laws and maintain appropriate policies and procedures.

21. Assignment & Subcontracting

  • The Client shall not assign the Contract without Archer’s prior written consent.
  • Archer may assign to affiliates or financiers and may subcontract performance, remaining responsible for subcontractors.

22. Non-Solicitation

For twelve (12) months after completion, the Client shall not solicit or employ Archer personnel engaged under the Contract without Archer’s prior written consent. Breach shall result in liquidated damages equal to six (6) months’ total remuneration of the affected employee.

23. Notices

Notices shall be in writing and delivered by hand, courier, or email to the addresses stated in the quotation. Notices take effect on receipt. Email notices are effective when sent without bounce during the recipient’s business hours.

24. Time Bar

Any claim against Archer must be notified within six (6) months of the event (or discovery, if later but within twelve (12) months of completion), and proceedings commenced within twelve (12) months of Archer’s final invoice. Otherwise, the claim is waived.

25. Governing Law & Dispute Resolution

  • This Contract shall be governed by Singapore law.
  • Disputes shall first be escalated to senior management for good-faith negotiation. If unresolved within thirty (30) days, disputes shall be finally resolved by arbitration under the SIAC Rules, seated in Singapore, in English, before a sole arbitrator. Either party may seek urgent injunctive relief in any competent court.

26. Third-Party Rights

No third party shall have rights under the Contracts (Rights of Third Parties) Act 2001 (Singapore) to enforce these Terms, except Archer’s affiliates, who may enforce provisions relating to IP, confidentiality, liability, indemnities, and payment.

27. Severability, Waiver & Entire Agreement

  • If any provision is unenforceable, it shall be severed and the remainder shall remain in effect.
  • A failure to enforce any right shall not constitute a waiver.
  • The Contract constitutes the entire agreement and supersedes all prior discussions. Amendments must be in writing signed by both parties or in an updated Archer quotation accepted by the Client.
  • Electronic signatures and counterparts shall be valid and binding.

28. Survival

Clauses relating to payment, IP, confidentiality, liability, indemnities, governing law, dispute resolution, and any clause intended to survive shall remain in force after expiry or termination.