PRECISE MEASURE ENGINEERING TERMS OF PROFESSIONAL SERVICES

These terms and conditions comprise the general terms and conditions under which Precise Measure Engineering and its Affiliates provide Professional Services (“these Terms”).

1. DEFINITIONS

In these Terms:

  • “Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control with, a party to these Terms, where "control" means ownership of at least fifty (50) percent of the equity having the power to vote on or direct the affairs of the entity.

  • “Commencement Date” means the date indicated in Precise Measure Engineering’s order acknowledgement or the commencement date otherwise agreed by parties in a Statement of Work. For Remote CM Services, the commencement date means the date on which the Customer accepts or is presumed to have accepted the Implementation Services (“Remote CM Service Commencement Date”).

  • “Customer” means the legal or natural person who has raised a purchase order for or has otherwise requested the provision of Professional Services.

  • “Customer Materials” means all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Precise Measure Engineering in connection with the Professional Services. Customer Materials do not include Usage Data.

  • “Deliverables” in relation to a Professional Service means any output of the Professional Services to be provided by Precise Measure Engineering to the Customer under these Terms, including but not limited to any information, reports, or analyses.

  • “Precise Measure Engineering” means Precise Measure Engineering Pte. Ltd. (or the specific Affiliate legal entity) which has accepted Customer’s purchase order or has otherwise agreed to deliver the Professional Services to Customer.

  • “Intellectual Property” and “Intellectual Property Rights” mean all industrial and intellectual property, including, without limitation, patents, patent applications, invention registrations, and all other rights in inventions, copyrights in published and unpublished works, whether registered or unregistered, know-how, trade secrets and confidential and proprietary information, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

  • “Professional Services” means professional services to be provided to Customer by Precise Measure Engineering remotely or onsite at Customer under these Terms, Precise Measure Engineering’s order acknowledgement and if applicable, a Statement of Work, that may include the following Professional Services: Implementation of hardware or software (“Implementation Service”); “Corrective Field Services” such as alignment services, precision balancing, ultrasound detection, motion amplification services or any other similar services that improve the function of Customer’s assets; Remote CM Services and ancillary professional services as agreed by parties. Professional Services do not include standard off-site repair and basic calibration services.

  • “Remote Condition Monitoring Service” or “Remote CM Services” means the ongoing remote condition monitoring, vibration analysis, reporting and diagnostic services, and any other similar condition monitoring services as further detailed in a Statement of Work.

  • “Statement of Work” or “SOW” means any document describing Professional Services to be provided by Precise Measure Engineering and is executed by the parties or is attached to Precise Measure Engineering’s order acknowledgement.

  • “Tools” means sensors, loggers, Internet of Things (IoT) or other data gathering devices, as well as other software-enabled (handheld) devices and tools used by Precise Measure Engineering or Customer, in relation to the provision of Professional Services under these Terms.

  • “Usage Data” means (i) data relating to the Customer’s assets that is either collected or accessed by the Tools or otherwise obtained or accessed by Precise Measure Engineering; (ii) asset tag information, text files, sound files, pictures, videos, work orders and routings related to the Customer’s assets that Customer may upload to or share with Precise Measure Engineering in relation to any purchased or licensed products or services, (iii) data around the trends, usage and activities of the Customer in connection with the access and use of the purchased or licensed products or services under these Terms. Usage Data does not include personal data or any of the data or information in points (i)-(iii) in aggregated or de-identified form. Any legacy data provided by Customer to Precise Measure Engineering for the purposes of these Terms, that fall under the definition of Usage Data, shall also be deemed as Usage Data unless otherwise agreed.

2. THESE TERMS CONTROL

Customer’s submission of a purchase order for or acceptance of the Professional Services in response to Precise Measure Engineering’s quotation, order acknowledgement or Statement of Work, or payment of Precise Measure Engineering’s invoice for Professional Services shall be deemed acceptance of these Terms by the Customer. These Terms shall govern the provision of Professional Services by Precise Measure Engineering unless Customer and Precise Measure Engineering have agreed in writing for other terms and conditions to apply. Terms or provisions of Customer’s purchase order that are inconsistent with or in addition to these Terms shall not be binding unless expressly accepted in writing by Precise Measure Engineering. Precise Measure Engineering's failure to object to any provision contained in a communication from Customer shall not be a waiver of these Terms.

3. SERVICE PERIOD

Professional Services will be provided from the Commencement Date during the period set out in Precise Measure Engineering’s order acknowledgement or in a Statement of Work, unless cancelled or terminated earlier in accordance with Section 11 or 12 of these Terms. Except for Professional Services provided on an ad-hoc basis or for a fixed period, the service period for Professional Services will automatically renew at the end of the service period for additional periods equalling to the initial service period.

4. OBLIGATIONS OF PRECISE MEASURE ENGINEERING AND CUSTOMER

4.1 Precise Measure Engineering shall:

  • From the Commencement Date use reasonable endeavours to provide the Professional Services to Customer in accordance with these Terms in all material respects, in particular fulfilling its responsibilities, meeting the milestones and providing the Deliverables according to the estimated completion dates and/or agreed intervals, as may be set out in a Statement of Work; and

  • Use reasonable endeavours to observe any health, safety and security requirements that apply at any of Customer's site(s) and that have been communicated to it under Subsection (d) of Section 4.2, provided that it shall not be liable under these Terms if, as a result of such observation, it is in breach of any of its obligations under these Terms or an obligation under applicable law.

4.2 The Customer shall:

  • Co-operate with Precise Measure Engineering in all matters relating to the Professional Services;

  • Provide, to Precise Measure Engineering, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Customer’s site(s) as required by Precise Measure Engineering in connection with the Professional Services, including any such access as is specified in the Statement of Work. Customer shall take such steps as are reasonably necessary to ensure the safety of Precise Measure Engineering’s personnel when accessing Customer’s Site(s) and shall ensure that a qualified employee is available for support if required by Customer or Precise Measure Engineering;

  • Provide to Precise Measure Engineering in a timely manner all documents, information, items and materials in any form required under a Statement of Work or otherwise reasonably required by Precise Measure Engineering in connection with the Professional Services and ensure that they are accurate and complete in all material respects; and

  • Inform Precise Measure Engineering of all health, safety and security requirements that apply at any of the Customer's site(s) in writing in advance.

5. REMOTE CM SERVICES AND CORRECTIVE FIELD SERVICES

  • Given the nature of the Remote CM Service and Corrective Field Service, Customer recognises and accepts that it is impossible to ensure that the Remote CM Service and Corrective Field Service Deliverables will be free from flaws or errors. Such Deliverables are intended for evaluation and use by Customer only and Precise Measure Engineering will not be responsible for the direct or indirect consequences arising out of, or conclusions drawn and/or actions taken by Customer or any third party on the basis of such Deliverables.

  • In order to provide the Remote CM Service and Corrective Field Service, Customer will need to provide Precise Measure Engineering with Usage Data via the agreed channels at the times and with the frequency agreed, as may be set out in a Statement of Work and ensure that any hardware and infrastructure requirements, as may be set out in a Statement of Work, are met at all times during the provision of the Remote CM Service and Corrective Field Service.

  • Customer shall be responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the Usage Data for the provision of the Remote CM Services and, if applicable, Corrective Field Services and ancillary professional services by Precise Measure Engineering. In particular, Customer must ensure that the required Tools are installed and used correctly, including by following the applicable installation and user manuals, and any directions of Precise Measure Engineering, when collecting Usage Data.

6. IMPLEMENTATION SERVICES

  • In addition to its obligations under Section 4.2, Customer shall be responsible for ensuring that each item of customer hardware and/or software required for the Implementation Service is installed and is in working order and available to Precise Measure Engineering. Any completion dates not met as a result of the acts or omissions of Customer or a Force Majeure Event (as defined below) will be extended to take account of such delay.

  • Precise Measure Engineering will provide written notice to the Customer that the Implementation Service is complete, and if Customer’s presence for acceptance is required, arrange for a meeting with Customer. Customer is presumed to have accepted the Implementation Service, if the Customer (i) was not present at the meeting and did not notify Precise Measure Engineering of its absence, or (ii) in case of remote acceptance, the Customer did not within five (5) working days following Precise Measure Engineering’s notification of completion either (a) provide notice of material non-conformance or request for change or (b) provide its acceptance of the Implementation Service.

  • In the event Precise Measure Engineering confirms that the material non-conformance is due to Precise Measure Engineering’s fault or negligence, Precise Measure Engineering shall promptly correct such non-conformance at no additional cost to Customer within a reasonable time frame. Should Precise Measure Engineering confirm that the material non-conformance is due to other reasons, Precise Measure Engineering will correct such non-conformance on the basis of an agreement between the Parties as to the timeline for correction and the costs payable by the Customer.

7. FEES

  • Unless otherwise agreed in a Statement of Work or other signed written agreement of the parties, Precise Measure Engineering will invoice Customer for the Professional Services fees indicated in Precise Measure Engineering’s order acknowledgement. The Professional Services fees are exclusive of all travel expenses and out-of-pocket costs.

  • Except for fees that have been agreed to be fixed for a certain time period in a SOW or other signed written agreement of parties, Precise Measure Engineering reserves the right to modify its fees for Professional Services and to introduce new fees at any time, upon at least thirty (30) days prior notice, which notice may also be provided to Customer by way of electronic means. Changed and new fees will become applicable on the first day of the month following the end of the mentioned notice period. Changed and new fees will not apply to purchase orders accepted by Precise Measure Engineering during the mentioned notice period.

  • Unless otherwise agreed by parties in a Statement of Work and with the exception of Remote CM Services, Precise Measure Engineering will invoice Customer for the Professional Services on achievement of the project phase, as may be set out in a Statement of Work, or at the end of the month for the Professional Services performed in that month.

  • The Remote CM Service is offered as an annual subscription. The fees for the Remote CM Service are set out in Precise Measure Engineering’s order acknowledgement. Unless otherwise agreed in a Statement of Work, Precise Measure Engineering will invoice Customer for the subscription fee of the first month upon the Remote CM Service Commencement Date and thereafter on a monthly basis on the first day of the month in which Precise Measure Engineering provides the Remote CM Services to the Customer. The fees for the Remote CM Service are payable in advance and are non-refundable unless otherwise stated herein.

  • The fees for the Implementation Service are set out in Precise Measure Engineering’s order acknowledgment and Precise Measure Engineering will invoice such fees upon Customer’s acceptance or deemed acceptance of the Implementation Service. Unless otherwise agreed in the SOW, ancillary professional services are provided on a time and materials basis, described in further detail in the SOW or Precise Measure Engineering’s order acknowledgement, and Precise Measure Engineering shall be entitled to charge Customer for approved travel expenses and reasonable out-of-pocket costs.

  • Customer acknowledges and agrees that Precise Measure Engineering’s performance is dependent upon the timely and effective satisfaction of the Customer’s responsibilities and timely decisions and approvals of Customer in connection with the Professional Services. To the extent Customer’s failure to adhere to Customer’s responsibilities and requirements under a Statements of Work or as otherwise communicated to the Customer results in any delay or increases Precise Measure Engineering’s cost of performing Professional Services, the delay shall be excused, and Precise Measure Engineering shall have the right to increase its fees as necessary to offset its increased costs of performing Professional Services. Precise Measure Engineering will provide Customer with reasonable evidence of its increased costs of performing the Professional Services and will make commercially reasonable efforts to minimize such costs to the extent practicable under the circumstances.

8. PAYMENT AND TAXES

  • Customer shall pay all amounts invoiced by Precise Measure Engineering in writing within thirty (30) days of the date of invoice (NET 30). Unless otherwise agreed between the parties, payment shall be made in Singapore Dollars (SGD) or the currency explicitly requested on the Precise Measure Engineering invoice.

  • In the event any fees for Professional Services are thirty (30) or more days overdue, Precise Measure Engineering may, after providing written notice to Customer and without limiting any of its other rights and remedies: (i) suspend, terminate, or otherwise deny Customer provision of, all or any part of the Professional Services, and (ii) require full payment of the overdue amount, and any other amount due and owing, prior to additional or continued performance by Precise Measure Engineering.

  • Subject to any legal bars or mandatory legal limitations on interest payable for late payments, Precise Measure Engineering reserves the right to charge and Customer shall pay late payment interest on overdue amounts at a monthly rate of one percent (1%) on the unpaid balance, or five percent (5%) per annum above the prevailing Monetary Authority of Singapore (MAS) base rate, whichever is higher, calculated from the date when the payment became due until the date when it was fully paid.

  • Any taxes (including Goods and Services Tax / GST) imposed on Precise Measure Engineering or which Precise Measure Engineering has a duty to collect in connection with the Professional Services will appear as separate items on the invoice. If Customer is exempt from any such charges, it is the responsibility of Customer to supply Precise Measure Engineering with valid legal evidence of such exemption at the time Customer places its order.

9. TRAVEL AND LOGISTICS

  • For the purposes of calculating fees, travel time is calculated as the time between departure from Precise Measure Engineering premises or home office and arrival at the destination address, as determined by the parties prior to departure. Where provision of the Professional Services under these Terms requires physical travel, Precise Measure Engineering will provide notice of any travel that will occur on a non-business day (weekends or public holidays). Remote CM Services will be provided remotely from Precise Measure Engineering’s premises.

  • Precise Measure Engineering provides free standard delivery for equipment logistics for Buyers with delivery addresses within Singapore. Export delivery shall be Ex-Works (EXW) unless specified otherwise. Title and risk of loss shall pass to the Customer when products are delivered to the designated receiving address or Carrier in Singapore.

  • Customer agrees that in the event Customer cancels or reschedules any scheduled on-site travel with less than:

    • Fifteen (15) business days of notice prior to the scheduled travel date, Precise Measure Engineering has the right to charge Customer up to fifty percent (50%) of any additional costs or cancellation fees associated with the arrangement.

    • Seven (7) business days of notice prior to the scheduled travel date, Precise Measure Engineering has the right to charge Customer up to one hundred percent (100%) of any associated costs or rebooking shortfalls.

10. WARRANTY AND DISCLAIMERS

  • Precise Measure Engineering represents and warrants that the Professional Services provided under these Terms will be performed by qualified individuals in a professional and workmanlike manner, and that the Professional Services and Deliverables will be consistent with commercial industry standards and practices. The express warranty set forth in the foregoing is in lieu (to the fullest extent permitted by law) of all other warranties, express, implied, statutory or otherwise with respect to the Professional Services. Precise Measure Engineering disclaims all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement. Any non-compliance arising out of the use of Customer's or a third-party’s tools, products, or software shall be expressly excluded from this warranty.

  • If the quotation or order includes the supply of any non-Precise Measure Engineering branded products or items supplied at the request of the purchaser, and when warranties are given directly by those respective third-party manufacturers/suppliers, Precise Measure Engineering will not be answerable or responsible to the purchaser for any failure on the part of those third parties.

  • As Customer’s sole and exclusive remedy for any material noncompliance by Precise Measure Engineering with the express warranties provided above, Precise Measure Engineering shall correct the noncompliance within a reasonable period of time, provided Customer gives written notice in sufficient detail within ninety (90) days of performance or acceptance. If Precise Measure Engineering, in its sole discretion, is unable to correct the noncompliance, its sole obligation will be to refund to Customer a pro-rata amount paid for the nonconforming Professional Services.

11. USAGE DATA RIGHTS

Precise Measure Engineering and its Affiliates may access and use the Usage Data on a perpetual and royalty-free basis for the following purposes:

  • To provide the Professional Services to Customer under these Terms; and

  • To use the Usage Data alone or in combination with other data, products, systems or services to create derivative works and otherwise benefit from the Usage Data for the purposes of developing, calibrating, and improving Precise Measure Engineering’s products and engineering services (“Usage Data Activities”).

  • Precise Measure Engineering will take reasonable measures to protect any Usage Data with at least the same degree of care that it uses to protect its own data of similar importance. Precise Measure Engineering and its Affiliates will disclose the Usage Data for the purposes of the Usage Data Activities in a de-identified, aggregated, or pseudonymized form.

12. CANCELLATION

Customer may cancel recurring Professional Services provided by Precise Measure Engineering on an annual basis no later than sixty (60) days prior to the end of the given services period by sending a written notice. No refund, credit or other adjustment of Professional Services fees paid by Customer up to and including the effective date of cancellation shall be made. Precise Measure Engineering may also cancel the provision of the Professional Services by giving sixty (60) days’ prior written notice to Customer, in which case Customer will be pro-rated and refunded for fees paid for unused Professional Services.

13. TERMINATION

Precise Measure Engineering may terminate the provision of the Professional Services by written notice to Customer if Customer fails to pay any amount due or breaches any other material provision of these terms and conditions, provided that Customer is given written notice of such non-payment or breach and the breach persists or is not remedied within thirty (30) days after receipt of such notice.

14. EXPORT CONTROL AND COMPLIANCE

Precise Measure Engineering’s Professional Services, tools, and technical data may be subject to local Singapore (e.g., Strategic Goods Control Act), U.S., European Union (EU), or other international export control and sanctions laws. Customer shall comply with all applicable export control laws and shall not cause, directly or indirectly, the export, re-export, or transfer of Professional Services or technical documentation to restricted destinations or persons without obtaining required prior governmental authorizations or licenses.

15. CONFIDENTIALITY

Precise Measure Engineering recognises that during the performance of the Professional Services, it or its employees may be exposed to information of a confidential nature relating to the business, assets, or developments of the Customer. Precise Measure Engineering agrees to hold such information in confidence to the same extent to which it protects its own proprietary data of a similar nature, and will not disclose it to any third party without prior written consent, except to authorized subcontractors under equivalent confidentiality constraints.

16. LIMITATION OF LIABILITY

To the extent permissible under Singapore law:

  • In no event shall Precise Measure Engineering be liable for any special, consequential, indirect, special, incidental, punitive or exemplary damages or losses arising out of these Terms (including, but not limited to, damages for loss of data, loss of production, business interruption, goodwill, profits, or impairment of other assets), whether arising from breach of warranty, contract, tort, reliance, or any other legal theory, even if advised of the possibility of such damages.

  • Precise Measure Engineering’s maximum liability for all claims arising out of the provision of the Professional Services in any given calendar year shall not exceed the fees paid by Customer for the specific Professional Services under the purchase order in connection with which the claim arises, up to a maximum cap of the total fees payable by the Customer in the twelve (12) months immediately preceding the date upon which the liability arose.

17. INTELLECTUAL PROPERTY RIGHTS

  • Precise Measure Engineering hereby grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables (excluding any underlying Precise Measure Engineering property or software) solely for receiving and using the Professional Services for its internal business purposes.

  • Title to any ordered software or custom firmware shall always remain with Precise Measure Engineering or its licensing suppliers. Precise Measure Engineering grants a perpetual, non-exclusive license to the Customer to use such software on a single unit of product/system. The license may be terminated if the Customer discloses the software to unauthorized third parties without prior written consent.

  • The Customer grants Precise Measure Engineering a royalty-free license to use Customer Materials solely to perform the services, and warrants that such materials do not infringe third-party rights.

18. MISCELLANEOUS

  • Governing Law: These Terms and any disputes arising out of them shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The parties submit to the exclusive jurisdiction of the Singapore courts.

  • Entire Agreement: These Terms contain the entire agreement between the parties regarding its subject matter and supersede all prior discussions or negotiations.

  • Severability: If any provision of this agreement is declared illegal or unenforceable by law, the remaining terms and provisions shall remain in full force and effect.

  • Force Majeure: Precise Measure Engineering shall not be liable for non-delivery or delay in performance when caused by events beyond its reasonable control, including but not limited to fires, floods, accidents, strikes, labor shortages, governmental interference, embargoes, war, riots, plagues, epidemics, or pandemics. Performance and delivery timelines shall be deemed suspended for the duration of the Force Majeure Event.

  • Subcontracting: Precise Measure Engineering may hire, engage, or retain the services of qualified subcontractors to perform any portion of the services provided under this Agreement.

Updated / Effective: July 2026